Exhibit 4.1


                               Dated 19 April 2002
                        ---------------------------------

                        CORDIANT COMMUNICATIONS GROUP PLC
                                   and others

                                   Arranged by
                               THE BANK OF NEW YORK
                                       and
                             HSBC INVESTMENT BANK PLC

                                      Agent
                             HSBC INVESTMENT BANK PLC

                          ----------------------------

                               Restructuring Deed
                                  relating to a
                                 LOAN AGREEMENT
                                dated 4 July 2000

                          ----------------------------

                                   Norton Rose
<PAGE>

                                    Contents

Clause                                                                      Page

Interpretation ................................................................1
Amendments to the Principal Agreement .........................................2
Amendment to the Security Trust Deed ..........................................2
Accession of Additional Overdraft Borrowers ...................................2
Accession of Common Security Trustee ..........................................2
Representations and Warranties in Principal Agreement .........................2
Fees and Expenses .............................................................3
Restructuring Date ............................................................3
Waivers .......................................................................4
Miscellaneous .................................................................4
Governing Law and jurisdiction ................................................5

Schedules
Schedule 1 The Borrowers ......................................................6
Schedule 2 Guarantors .........................................................8
Schedule 3 Additional Overdraft Borrowers ....................................13
Schedule 4 Banks .............................................................16
Schedule 5 Documents and evidence required as
conditions precedent to the Restructuring Date .............................. 17
Schedule 6 The Amended and Restated Loan Agreement ...........................29

<PAGE>

THIS DEED is dated 19 April 2002 and made BETWEEN:

(1)  CORDIANT COMMUNICATIONS GROUP PLC as the Parent;

(2)  THE  COMPANIES  whose  names,  registered  numbers (if any) and  registered
     offices  are set out in part A of  Schedule I as  Original  Borrowers,  the
     company whose name,  registered  number (if any) and registered  office are
     set out in part B of Schedule 1 as the Swingline  Borrower,  the companies
     whose names, registered numbers (if any) and registered offices are set out
     in part C of Schedule I as the Overdraft Borrowers;

(3)  THE  COMPANIES  whose  names,  registered  numbers (if any) and  registered
     offices are set out in part A of Schedule 2 as the Original Guarantors;

(4)  THE  COMPANIES  whose  names,  registered  numbers (if any) and  registered
     offices are set out in part B of Schedule 2 as the Overdraft Guarantors;

(5)  THE  COMPANIES  whose  names,  registered  numbers (if any) and  registered
     offices are set out in Schedule 3 as the Additional Overdraft Borrowers;

(6)  THE BANK OF NEW YORK and HSBC INVESTMENT BANK PLC as Arrangers;

(7)  THE BANKS AND FINANCIAL  INSTITUTIONS whose names and addresses are set out
     in Schedule 4 as Banks;

(8)  HSBC INVESTMENT BANK PLC as Agent and Security  Trustee and Common Security
     Trustee;

(9)  THE BANK OF NEW YORK as the Swingline Bank; and

(10) HSBC BANK PLC as the Overdraft Bank.

WHEREAS:

(A)  This Deed is  supplemental  to an agreement  dated 4 July 2000 made between
     the parties hereto whereby the Banks agreed to make available to the Parent
     and the  Borrowers  facilities of up to  US$400,000,000  upon the terms and
     subject to the conditions therein contained (the "Principal Agreement") and
     to a deed dated 30 August 2000 made between the parties  hereto whereby the
     Security Trustee agreed to hold the benefit of certain  security  documents
     on trust for the named beneficiaries (the "Security Trust Deed").

(B)  The Parent has requested the Bank Finance  Parties to amend and restate the
     Principal  Agreement  and the  Security  Trust  Deed,  for  the  Additional
     Overdraft  Borrowers to become  Overdraft  Borrowers under the terms of the
     Principal  Agreement,  and for the Common Security Trustee to become Common
     Security Trustee under the terms of the Principal Agreement.

NOW IT IS AGREED as follows:

1    Interpretation

1.1  Definitions in Principal Agreement

     Unless the context  otherwise  requires and save as mentioned below,  words
     and expressions  defined in the Principal Agreement as amended and restated
     in Schedule 6 to this Deed shall have the same  meanings  when used in this
     Deed. In this Deed the expression the  "Restructuring  Date" shall have the
     meaning given to it in clause 8.1.

1.2  Interpretation of Principal Agreement

     References  in the  Principal  Agreement to "this  Agreement"  shall,  with
     effect  from  the  Restructuring  Date and  unless  the  context  otherwise
     requires, be references to the Principal

                                       1
<PAGE>


     Agreement" as amended by this Deed and words  such as  "herein",  "hereof",
     "hereunder",  "hereafter",  "hereby" and "hereto", where they appear in the
     Principal Agreement, shall be construed accordingly.

1.3  Incorporation of certain references

     Clauses 1.2, 1.3 and 1.4 of the Principal  Agreement  shall be deemed to be
     incorporated in this Deed in full, mutatis mutandis.

1.4  Effect as a Deed

     This Deed is  intended to take  effect as a deed  notwithstanding  that the
     Bank Finance  Parties or any other party hereto may have  executed it under
     hand only.

2    Amendments to the Principal Agreement

     The   Principal   Agreement   shall  be  amended,   with  effect  from  the
     Restructuring Date, to read as set out in Schedule 6 to this Deed.

3    Amendment to the Security Trust Deed

     With effect from the  Restructuring  Date,  the Security Trust Deed will be
     amended as follows:

     (a)  All references throughout the Security Trust Deed to "Finance Parties"
          shall be replaced with `Bank Finance Parties".

     (b)  Clause  1.1:  the  definition  of  "Collateral  Instruments"  shall be
          deleted.

     (c)  Clauses  6.2:  The  following  paragraph  shall be added at the end of
          clause 6.2: `The parties to the Deed  unconditionally  and irrevocably
          instruct  and  authorise  the  Security  Trustee to effect the second,
          third and fourth  applications above by paying the relevant amounts to
          the Common  Security  Trustee for  application in accordance  with the
          lntercreditor Agreement."

     (d)  Clause 11.3 (New Obligor  Entities):  clause 11.3 shall be deleted and
          replaced with the words  "[deleted as superseded by the  lntercreditor
          Agreement]".

4    Accession of Additional Overdraft Borrowers

     With effect  from the  Restructuring  Date,  the parties to this Deed agree
     that  each  Additional  Overdraft  Borrower  shall  become  a party  to the
     Principal  Agreement and an Overdraft  Borrower  thereunder and with effect
     from such date and in such capacity  shall assume  obligations  towards and
     rights against the other Borrowers,  the Agent, the Arrangers,  the Funders
     and the other parties to the Principal Agreement.

5    Accession of Common Security Trustee

     With effect  from the  Restructuring  Date,  the parties to this Deed agree
     that the Common  Security  Trustee  shall  become a party to the  Principal
     Agreement and with effect from such date and in such capacity  shall assume
     obligations  towards  and rights  against  the  Borrowers,  the Agent,  the
     Arrangers, the Funders and the other parties to the Principal Agreement.

6    Representations and Warranties in Principal Agreement

     Each  Borrower,  Additional  Overdraft  Borrower,  Original  Guarantor  and
     Overdraft Guarantor,  and the Parent,  represents and warrants to each Bank
     Finance Party that the  representations  and  warranties  set out in clause
     11.1 of the  Principal  Agreement  as amended and restated in Schedule 6 to
     this Deed are true and  correct  as if made at the date of this Deed and on
     the  Restructuring  Date with  reference  to the  facts  and  circumstances
     existing at such dates and as if  referring to the  Principal  Agreement as
     amended and restated by this Deed.

                                       2
<PAGE>

7    Fees and Expenses

7.1  Fees

     The Parent  shall pay for the account of such Bank  Finance  Parties as are
     entitled  thereto  such  fees as are set  out in the fee  letters  entitled
     "Co-ordination  Fee Letter",  "Agency and Transaction  Fee Letter",  "Banks
     Restructuring Fee Letter", "Swingline Bank Fee Letter" and "Common Security
     Trustee  Fee  Letter" and dated the same date as this Deed to the Parent in
     the amounts and on the terms and conditions set out in such fee letters.

7.2  Expenses

     The Parent shall pay to the Agent on demand all expenses  (including  legal
     fees)  incurred  by the  Agent and the  Arrangers  in  connection  with the
     negotiation,  preparation  and execution of the Bank Finance  Documents and
     the completion of the transactions  therein  contemplated and in connection
     with the  preparation and  distribution of the Information  Package and the
     granting of any waiver or consent under any of the Bank Finance  Documents,
     and all such expenses incurred shall by payable by the Parent even if there
     is no "Restructuring Date" as defined in clause 8.1.

7.3  Value Added Tax

     All fees  and  expenses  payable  pursuant  to this  clause 7 shall be paid
     together  with an amount  equal to any value  added tax and  similar  Taxes
     chargeable  thereon  and any  payment  made in respect of costs or expenses
     shall  include  an amount  equal to the amount of any  irrecoverable  value
     added tax and similar Taxes  suffered by the relevant Bank Finance  Parties
     in respect of such fees and expenses.

7.4  Stamp and other duties

     The Parent shall pay all stamp, documentary, registration,  notarisation or
     other similar duties or Taxes (including any duties or Taxes payable by, or
     assessed on, the Bank Finance Parties) imposed on or in connection with the
     negotiation,  preparation,  and  execution  of  any  of  the  Bank  Finance
     Documents  and  shall  indemnify  the  Bank  Finance  Parties  against  any
     liability  arising by reason of any delay or  omission by the Parent to pay
     such  duties or Taxes  save for any stamp  duty  payable as a result of any
     transfer by any Bank pursuant to clause 18.3 of the Principal Agreement.

8    Restructuring Date

8.1  Conditions precedent documentation

     The amendments to be made to the Principal Agreement and the Security Trust
     Deed by this Deed and the accession of the Additional  Overdraft  Borrowers
     to the  Principal  Agreement  shall  take  effect on and from the date (the
     "Restructuring  Date") on which the Agent  notifies the Parent and the Bank
     Finance  Parties  that the Agent has received  the  documents  and evidence
     specified in Schedule 5, in each case, in form and  substance  satisfactory
     to it, or, as the case may be, that the  requirement to provide any of such
     documents or evidence has been waived by the Majority Banks.

8.2  Further Conditions Precedent

     The Agent shall give notice of the  occurrence  of the  Restructuring  Date
     under clause 8.1 unless,  on the date on which it would otherwise have done
     so,  the Agent has  received  actual  knowledge  (i) that any  Default  has
     occurred and is continuing  unremedied and unwaived (other than the Default
     referred  to in  clause  9) or (ii)  that  any of the  representations  and
     warranties  in clause 6 are  untrue or  incorrect  as at the date they were
     made in which  event the Agent  shall  only give such  notice if  expressly
     instructed in writing by the Majority Banks to do so.

8.3  Conditions Subsequent

     The Parent undertakes:

                                       3
<PAGE>

8.3.1     to deliver to the Common Security  Trustee within 3 Banking Days after
          the  Restructuring  Date the  constitution of Cordiant  Communications
          Group  Australia Pty Limited and to procure that Chafma B.V.  delivers
          to the Common Security  Trustee within 3 days after the  Restructuring
          Date the  constitution  of  Cordiant  Communications  (Australia)  Pty
          Limited; and

8.3.2     to deliver to the Agent within 5 Banking Days after the  Restructuring
          Date for  distribution to the Banks (in sufficient  copies for all the
          Banks) the Audited Financial Statements of the Group for the Financial
          Year ended 31 December 2001; and

8.3.3     to deliver to the Agent within 30 Banking Days after the Restructuring
          Date  evidence  satisfactory  to the  Agent  that the  Zenith  SPV has
          acceded to the Facilities  Group Joint Venture  Agreement and that all
          of the Group's right, interest and title to shares in Facilities Group
          have been transferred to the Zenith SPV;

     and failure to comply with either of these  undertakings  will result in an
     Event of Default being deemed to have  immediately  occurred at the time of
     any such  failure  so that the Banks  shall  have the  rights as set out in
     clause 14.2 of the Principal  Agreement as amended and restated in Schedule
     6 to this Deed.

9    Waivers

9.1  With effect from the  Restructuring  Date (but  without  prejudice to their
     rights prior to such date) the Banks waive the Events of Default arising by
     virtue of the  breach of the  financial  covenants  given by the  Parent in
     clause 13.1 of the  Principal  Agreement in respect of 31 December 2001 and
     the relevant periods ending thereon.

9.2  With effect from the Restructuring  Date the Banks waive the requirement at
     clause  4.1.1(a) of the  Principal  Agreement  as amended  and  restated in
     Schedule 6 in respect of the Drawdown  Notice for the first  Advance  after
     the Restructuring  Date only to the extent that such Drawdown Notice may be
     provided at such time prior to the proposed  Drawdown Date as agreed by the
     Agent.

10   Miscellaneous

10.1 Continuation of Principal Agreement and Security Trust Deed

     Save as amended by this Deed, the provisions of the Principal Agreement and
     the  Security  Trust Deed shall  continue  in full force and effect and the
     Principal  Agreement  and this  Deed  shall be read  and  construed  as one
     instrument.

10.2 Guarantees

10.2.1    The  Original   Guarantors  confirm  that  each  of  their  respective
          obligations under the Original  Guarantees  continue in full force and
          effect  notwithstanding  the amendments  effected by this Deed and the
          accession  of the  Additional  Overdraft  Borrowers  to the  Principal
          Agreement.

10.2.2    The Overdraft  Guarantors  also confirm that each of their  respective
          obligations  under any guarantees in favour of the Overdraft Bank that
          guarantee  the  obligations  of any  Group  member or  members  to the
          Overdraft Bank continue in full force and effect  notwithstanding  the
          amendments  effected by this Deed and notwithstanding the accession of
          the Additional Overdraft Borrowers to the Principal Agreement.

10.3 Counterparts

     This  Deed  may  be  executed  in any  number  of  counterparts  and by the
     different parties on separate counterparts,  each of which when so executed
     and  delivered  shall be an original but all  counterparts  shall  together
     constitute one and the same instrument.

10.4 Third Party Rights

                                       4
<PAGE>

     No term of this Deed is  enforceable  under the Contracts  (Rights of Third
     Parties) Act 1999 by a person who is not a party to this Deed.

10.5 Effect as a Deed

     This Deed shall take effect as a deed  notwithstanding  that the Arrangers,
     the Banks,  the  Swingline  Bank,  the  Overdraft  Bank,  the Agent and the
     Security Trustee may have executed it under hand only.

11   Governing Law and jurisdiction

11.1 Law

     This Deed shall be governed by English law.

11.2 Submission to jurisdiction

     The parties to this Deed agree for the benefit of the Bank Finance  Parties
     that:

11.2.1    If any party  has any claim  against  any other  arising  out of or in
          connection  with this Deed such claim shall (subject to clause 11.2.3)
          be  referred  to  the  High  Court  of  Justice  in  England.  to  the
          jurisdiction of which each of the parties irrevocably submits;

11.2.2    the jurisdiction of the High Court of Justice in England over any such
          claim   against  any  Bank   Finance   Party  shall  be  an  exclusive
          jurisdiction and no courts outside England shall have  jurisdiction to
          hear or determine any such claim;

11.2.3    nothing  in this  clause  11.2.3  shall  limit  the  right of any Bank
          Finance Party to refer any such claim against any Borrower, Additional
          Overdraft  Borrower,  Original Guarantor or Overdraft Guarantor to any
          other  court  of  competent   jurisdiction  outside  England,  to  the
          jurisdiction of which each Borrower,  Additional  Overdraft  Borrower,
          Original  Guarantor and Overdraft  Guarantor hereby irrevocably agrees
          to submit,  nor shall the taking of  proceedings  by any Bank  Finance
          Party  before the  courts in one or more  jurisdictions  preclude  the
          taking of proceedings in any other jurisdiction  whether  concurrently
          or not; and

11.2.4    each Borrower,  Additional Overdraft Borrower,  Original Guarantor and
          Overdraft Guarantor irrevocably waives any objection to proceedings in
          the courts  mentioned in this clause 11.2 and any claim on the grounds
          of forum non conveniens.

11.3 Parent for service of process

     Each  Borrower,  Additional  Overdraft  Borrower,  Original  Guarantor  and
     Overdraft  Guarantor  not  incorporated  in England  and Wales  irrevocably
     designates,  appoints  and  empowers  the Parent at the  address set out in
     Schedule I to receive  for it and on its behalf  service of process  issued
     out of the High  Court of  Justice  in  England  in  relation  to any claim
     arising out of or in connection  with this Deed and the Parent  irrevocably
     and  unconditionally  accepts such appointment and each similar appointment
     of the Parent as an English  process  agent made by any  Obligor  under any
     other Bank Finance Document from time to time.

11.4 Waiver of jury trial

     EACH  BORROWER,  ADDITIONAL  OVERDRAFT  BORROWER,  ORIGINAL  GUARANTOR  AND
     OVERDRAFT GUARANTOR HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
     LEGAL  PROCEEDINGS  ANYWHERE ARISING OUT OF OR RELATING TO THIS DEED OR THE
     TRANSACTIONS CONTEMPLATED HEREBY.

     IN WITNESS  whereof  the  parties  hereto  have caused this Deed to be duly
     executed and delivered as a deed on the day and year first above written.

                                       5
<PAGE>

                                   Schedule 1

                                  The Borrowers

<TABLE>
<CAPTION>
PART A - ORIGINAL BORROWERS
---------------------------

          Name of Borrower               Registered Number            Registered office/address
                                             (if any)
<C>                                      <C>                          <C>
1    Cordiant Communications             1320869                      121-141 Westbourne Terrace
     Group plc                                                        London W2 6JR

2    Bates UK Limited                    913184                       121-141 Westbourne Terrace
                                                                      London W2 6JR

3    Cordiant US Holdings Inc.           13-3965951                   Corporation Trust Centre
                                                                      1209 Orange Street
                                                                      Wilmington
                                                                      Newcastle
                                                                      Delaware USA

4    Bates Deutschland Holding           HRB 8608                     Hanauer Landstrasse 287-289
     GmbH                                                             60314 Frankfurt am Main
                                                                      Germany

<CAPTION>
PART B - SWINGLINE BORROWERS
----------------------------

          Name of Borrower               Registered Number            Registered office/address
                                             (if any)
<C>                                      <C>                          <C>
1    Cordiant U.S. Holdings Inc.         13-3965951                   Corporation Trust Centre
                                                                      1209 Orange Street
                                                                      Wilmington
                                                                      Newcastle
                                                                      Delaware USA

                                       6
<PAGE>

<CAPTION>
PART C - OVERDRAFT BORROWERS
----------------------------

          Name of Overdraft              Registered Number            Registered office/address
              Borrower                        (if any)

<C>                                      <C>                          <C>
1    Atlas Advertising Limited           964286                       121-141 Westbourne Terrace
                                                                      London W2 6JR

2    Bates Overseas Holdings             2217108                      121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

3    Bates UK Limited                    913184                       121-141 Westbourne Terrace
                                                                      London W2 6JR

4    Cordiant Communications             1320869                      121-141 Westbourne Terrace
     Group plc                                                        London W2 6JR

5    Cordiant Group Limited              63031                        121-141 Westbourne Terrace
                                                                      London W2 6JR

6    Cordiant Property Holdings          2263916                      121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

7    ICM International Limited           1802173                      121-141 Westbourne Terrace
                                                                      London W2 6JR

8    Swot Plus Limited                   1929347                      121-141 Westbourne Terrace
                                                                      London W2 6JR

9    The Decision Shop Limited           615225                       121-141 Westbourne Terrace
                                                                      London W2 6JR

10   XMSS Limited                        2463385                      121-141 Westbourne Terrace
                                                                      London W2 6JR
</TABLE>

                                       7
<PAGE>

                                   Schedule 2

                                   Guarantors

<TABLE>
<CAPTION>
PART A - ORIGINAL GUARANTORS
----------------------------

          Name of Guarantor              Registered Number            Registered office/address
                                              (if any)
<C>                                      <C>                          <C>
1    Cordiant Communications             1320869                      121-141 Westbourne Terrace
     Group plc                                                        London W2 6JR

2    Bates Europe Limited                689584                       121-141 Westbourne Terrace
                                                                      London W2 6JR

3    Bates UK Limited                    913184                       121-141 Westbourne Terrace
                                                                      London W2 6JR

4    Atlas Advertising Limited           964286                       121-141 Westbourne Terrace
                                                                      London W2 6JR

5    The Decision Shop Limited           615225                       121-141 Westbourne Terrace
                                                                      London W2 6JR

6    ICM International Limited           1802173                      121-141 Westbourne Terrace
                                                                      London W2 6JR

7    Cordiant US Holdings Inc.           13-3965951                   Corporation Trust Centre
                                                                      1209 Orange Street
                                                                      Wilmington
                                                                      Delaware

8    Bates Advertising USA Inc.          132993871                    Gould & Wilkie LLP
                                                                      One Chase Manhattan
                                                                      Plaza, 58th Floor
                                                                      New York
                                                                      NY 10018

9    Bates Churchill Public              76-0234801                   CT Corporation System
     Relations, Inc.                                                  811 Dallas Avenue
                                                                      Houston
                                                                      Texas 77002

10   Bates Churchill Advertising         76-0542479                   CT Corporation System
     Inc.                                                             811 Dallas Avenue
                                                                      Houston
                                                                      Texas 77002

11   Bates Worldwide                     51 0306788                   Corporation Trust Center
     (Delaware), Inc.                                                 1209 Orange Street
                                                                      Wilmington
                                                                      Delaware

                                       8
<PAGE>

<CAPTION>
          Name of Guarantor              Registered Number            Registered office/address
                                             (if any)

<C>                                      <C>                          <C>
12   CCG.XM Inc                          13-4107916                   Corporation Trust Center
                                                                      1209 Orange Street
                                                                      Wilmington
                                                                      Delaware

13   Healthworld Corporation Inc         13-3922288                   Corporation Trust Center
                                                                      1209 Orange Street
                                                                      Wilmington
                                                                      Delaware

14   Bates Healthworld Inc               13-3343927                   c/o Michael J Kopcszk
                                                                      CCG Worldwide, Inc.
                                                                      New York
                                                                      NY 10018

15   Falk Healthworld Inc.               51-0316417                   Corporation Trust Center
                                                                      1209 Orange Street
                                                                      Wilmington
                                                                      Delaware

16   Lighthouse Global Network           36-4247757                   Corporation Trust Center
     Inc.                                                             1209 Orange Street
                                                                      Wilmington
                                                                      Delaware

17   Fitch Inc.                          31-4445408                   Ct Corporation System
                                                                      17 S. High Street
                                                                      Columbus
                                                                      OH 43215

18   Morgen Walke Associates             13 312 8710                  c/o Michael J Kopcszk
     Inc.                                                             CCG Worldwide, Inc.
                                                                      498 7th Avenue
                                                                      New York
                                                                      NY 10018

19   Bates Deutschland Holdings          HRB 8608                     Hanauer Landstrasse
     GmbH                                                             287-289
                                                                      60314 Frankfurt am Main
                                                                      Germany

20   Cordiant Communications             ACN: 003                     Level 15, 35 Clarence Street
     Group Australia Pty. Limited        203 450                      Sydney
                                                                      NSW 2000
                                                                      Australia

                                            9
<PAGE>

<CAPTION>
PART B - OVERDRAFT GUARANTORS
-----------------------------

          Name of Overdraft             Registered Number            Registered office/address
             Guarantor                      (if any)

<C>                                <C>                                <C>
1    Atlas Advertising Limited           964286                       121-141 Westbourne Terrace
                                                                      London W2 6JR

2    Bates Overseas Holdings             2217108                      121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

3    Bates UK Limited                    913184                       121-141 Westbourne Terrace
                                                                      London W2 6JR

4    Cordiant Communications             1320869                      121-141 Westbourne Terrace
     Group plc                                                        London W2 6JR

5    Cordiant Group Limited              63031                        121-141 Westbourne Terrace
                                                                      London W2 6JR

6    Cordiant Property Holdings          2263916                      121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

7    ICM International Limited           1802173                      121-141 Westbourne Terrace
                                                                      London W2 6JR

8    Swot Plus Limited                   1929347                      121-141 Westbourne Terrace
                                                                      London W2 6JR

9    The Decision Shop Limited           615225                       121-141 Westbourne Terrace
                                                                      London W2 6JR

10   XMSS Limited                        2463385                      121-141 Westbourne Terrace
                                                                      London W2 6JR

11   Healthworld Holdings                3458882                      121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

12   Milton Marketing Group              3113109                      121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

13   Fitch Design Consultants            670130                       121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

14   Financial Dynamics Limited          1656428                      121-141 Westbourne Terrace
                                                                      London W2 6JR

                                       10
<PAGE>

<CAPTION>

          Name of Overdraft               Registered Number           Registered office/address
             Guarantor                         (if any)
<C>                                          <C>                      <C>
15   Connect Six Limited                     2191533                  121-141 Westbourne Terrace
                                                                      London W2 6JR

16   Connect Five Limited                    1928295                  121-141 Westbourne Terrace
                                                                      London W2 6JR

17   Clarion Communications                  2517824                  121-141 Westbourne Terrace
     (P.R.) Limited                                                   London W2 6JR

18   Corporate and Financial                 2693509                  121-141 Westbourne Terrace
     Design Limited                                                   London W2 6JR

19   Headcount Worldwide Field               1425412                  121-141 Westbourne Terrace
     Marketing Limited                                                London W2 6JR

20   Colwood Healthworld                     2213846                  121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

21   Bates Healthworld Limited               3961667                  121-141 Westbourne Terrace
                                                                      London W2 6JR

22   Milton Marketing Limited                1385429                  121-141 Westbourne Terrace
                                                                      London W2 6JR

23   Financial Dynamics Holdings             3345319                  121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

24   Lighthouse Holdings (UK)                3719632                  121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

25   PSD Associates Limited                  2431038                  121-141 Westbourne Terrace
                                                                      London W2 6JR

26   Scholz & Friends London                 3398022                  121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

27   N.A.S.A.2.0 London Limited             3942853                   121-141 Westbourne Terrace
                                                                      London W2 6JR

28   CCG.XM                                 4023322                   121-141 Westbourne Terrace
                                                                      London W2 6JR

                                       11
<PAGE>

<CAPTION>
          Name of Overdraft               Registered Number           Registered office/address
             Guarantor                         (if any)
<C>                                          <C>                      <C>
29   CCG.XM Holdings Limited                 3961670                  121-141 Westbourne Terrace
                                                                      London W2 6JR

30   Bamber Forsyth Limited                  2097924                  121-141 Westbourne Terrace
                                                                      London W2 6JR

31   Bulletin International Limited          2581681                  121-141 Westbourne Terrace
                                                                      London W2 6JR

32   Bulletin International UK               3778367                  121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

33   PCI Live Design Limited                 3053382                  121-141 Westbourne Terrace
                                                                      London W2 6JR

34   Ultimate Events Limited                 3730309                  121-141 Westbourne Terrace
                                                                      London W2 6JR

35   Business Communications                 4048310                  121-141 Westbourne Terrace
     International Group Limited                                      London W2 6JR

36   Fitch Worldwide Limited                 4135498                  121-141 Westbourne Terrace
                                                                      London W2 6JR
</TABLE>

                                       12
<PAGE>

                                   Schedule 3

                         Additional Overdraft Borrowers

<TABLE>
<CAPTION>
          Name of Additional                 Registered Number        Registered office/address
          Overdraft Borrower                     (if any)
<C>                                               <C>                 <C>
1    Healthworld Holdings                         3458882             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

2    Milton Marketing Group                       3113109             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

3    Headcount Worldwide Field                    1425412             121-141 Westbourne Terrace
     Marketing Limited                                                London W2 6JR

4    Colwood Healthwood                           2213846             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

5    Bates Healthworld Limited                    3961667             121-141 Westbourne Terrace
                                                                      London W2 6JR

6    Bates Europe Limited                         689584              121-141 Westbourne Terrace
                                                                      London W2 6JR

7    Milton Marketing Limited                     1385429             121-141 Westbourne Terrace
                                                                      London W2 6JR

8    Financial Dynamics Holdings                  3345319             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

9    Lighthouse Holdings (UK)                     3719632             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

10   Fitch Design Consultants                     670130              121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

11   Financial Dynamics Limited                   1656428             121-141 Westbourne Terrace
                                                                      London W2 6JR

12   Connect Six Limited                          2191533             121-141 Westbourne Terrace
                                                                      London W2 6JR

13   Connect Five Limited                         1928295             121-141 Westbourne Terrace
                                                                      London W2 6JR
                                       13
<PAGE>

<CAPTION>
          Name of Additional                 Registered Number        Registered office/address
          Overdraft Borrower                     (if any)
<C>                                               <C>                 <C>
14   Clarion Communications PR                    2517824             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

15   PSD Associates Limited                       2431038             121-141 Westbourne Terrace
                                                                      London W2 6JR

16   Scholz & Friends London                      3398022             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

17   N.A.S.A.2.0 London Limited                   3942853             121-141 Westbourne Terrace
                                                                      London W2 6JR

18   CCG.XM                                       4023322             121-141 Westbourne Terrace
                                                                      London W2 6JR

19   CCG.XM Holdings Limited                      3961670             121-141 Westbourne Terrace
                                                                      London W2 6JR

20   Bamber Forsyth Limited                       2097924             121-141 Westbourne Terrace
                                                                      London W2 6JR

21   Corporate and Financial                      2693509             121-141 Westbourne Terrace
     Design Limited                                                   London W2 6JR

22   Bulletin International Limited               2581681             121-141 Westbourne Terrace
                                                                      London W2 6JR

23   Bulletin International (UK)                  3778367             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

24   PCI Live Design Limited                      3053382             121-141 Westbourne Terrace
                                                                      London W2 6JR

25   Business Communications                      4048310             121-141 Westbourne Terrace
     International Group Limited                                      London W2 6JR

26   Fitch Worldwide Limited                      4135498             121-141 Westbourne Terrace
                                                                      London W2 6JR

27   Cordiant (US) Holdings                       4242432             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR


                                       14
<PAGE>

<CAPTION>
          Name of Additional                 Registered Number        Registered office/address
          Overdraft Borrower                     (if any)
<C>                                               <C>                 <C>
28   Fitch International Limited                  2699605             121-141 Westbourne Terrace
                                                                      London W2 6JR

29   Fitch Limited                                1388429             121-141 Westbourne Terrace
                                                                      London W2 6JR

30   Healthworld UK Holdings                      3961678             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

31   Garrott Dorland Crawford                     1012296             121-141 Westbourne Terrace
     Holdings Limited                                                 London W2 6JR

32   Deckchair Studios Limited                    644752              121-141 Westbourne Terrace
                                                                      London W2 6JR

33   Ted Bates Holdings Limited                   553986              121-141 Westbourne Terrace
                                                                      London W2 6JR

34   C&FD (Holdings Limited)                      3560931             121-141 Westbourne Terrace
                                                                      London W2 6JR

35   Cordiant Overseas Holdings                   4135469             121-141 Westbourne Terrace
     Limited                                                          London W2 6JR

36   Propose Two Limited                          3649589             121-141 Westbourne Terrace
                                                                      London W2 6JR

37   Secure Two Limited                           3646997             121-141 Westbourne Terrace
                                                                      London W2 6JR

38   Connect One Limited                          1929925             121-141 Westbourne Terrace
                                                                      London W2 6JR

39   Sonic Sun Limited                            4350720             121-141 Westbourne Terrace
                                                                      London W2 6JR

40   CCG.XM (UK) Limited                          3942085             121-141 Westbourne Terrace
                                                                      London W2 6JR
</TABLE>
                                       15

<PAGE>

                                   Schedule 4

                                      Banks

     Name of Bank                                         Address

1    HSBC Bank plc                                Media/Telecoms Group
                                                  27-32 Poultry
                                                  London EC2P 2BX

2    The Bank of New York                         Level 48
                                                  One Canada Square
                                                  London E14 5AL

3    ABN AMRO Bank N.V., London Branch            250 Bishopsgate
                                                  London EC2M 4AA

4    Allied Irish Banks, plc                      Corporate Banking Britain
                                                  St Helen's
                                                  1 Undershafl
                                                  London EC3A 8AB

5    Bank of Scotland                             38 Threadneedle Street
                                                  London EC2P 2EH

6    Banque Worms                                 Tour Voltaire
                                                  1 Place des Degres
                                                  F--92059 Paris La Defense
                                                  FRANCE

7    Citibank, N.A.                               Media & Communications Group
                                                  388 Greenwich Street Street
                                                  21st Floor
                                                  New York 10013
                                                  UNITED STATES OF AMERICA

8    Fleet National Bank                          39 Victoria Street
                                                  Westminster
                                                  London SW1H OED

9    Mizuho Corporate Bank, Ltd                   River Plate House
                                                  7-11 Finsbury Circus
                                                  London EC2M 7DH

10   Lloyds TSB Bank plc                          Credit Services
                                                  4th Floor
                                                  11-15 Monument Street
                                                  London EC3R 8LR

11   The Royal Bank of Scotland plc               Corporate and Institutional
                                                  Banking
                                                  135 Bishopsgate
                                                  London EC2M 3UR

12   Scotiabank Europe plc                        Scotia House
                                                  33 Finsbury Square
                                                  London EC2A 1BB

13   Westdeutsche Landesbank Girozentrale         Woolgate Exchange
                                                  25 Basinghall Street
                                                  London EC2V 5HA

                                       16
<PAGE>

                                   Schedule 5

  Documents and evidence required as conditions precedent to the Restructuring

                                      Date

1         Corporate

1.1       A  certificate  from each  Obligor  incorporated  in England and Wales
          substantially  in the form of annexure A to this  Schedule 5, together
          with all the documents referred to therein.

1.2       A certificate  from each Obligor  incorporated in the US substantially
          in the form of annexure B to this  Schedule 5,  together  with all the
          documents referred to therein.

1.3       A certificate from each Obligor incorporated in Germany  substantially
          in the form of annexure C to this  Schedule 5,  together  with all the
          documents referred to therein.

1.4       A  certificate  from  each  Obligor  incorporated  in the  Netherlands
          substantially  in the form of annexure D to this  Schedule 5, together
          with all the documents referred to therein.

1.5       A   certificate   from  each   Obligor   incorporated   in   Australia
          substantially  in the form of annexure E to this  Schedule 5, together
          with all the documents referred to therein.

2         Credit Documents

2.1       This Deed, duly executed by all parties to it.

2.2       A copy,  certified  as a true  copy by an  Authorised  Officer  of the
          Parent,  of an  agreement  amending  the Note  Purchase  Agreement  in
          accordance with the Noteholders'  term sheet attached to the Agreement
          in Principle  together with  confirmation  that all conditions to such
          amendments  becoming effective (other than in respect of the amendment
          of the Principal  Agreement in accordance with the terms of this Deed)
          have been satisfied.

3         Security Documents

3.1       The Security Memorandum, duly executed.

3.2       All Security Documents and other documents required in accordance with
          the Security  Memorandum in each case in accordance with the basis set
          out in the Security Memorandum.

3.3       The lntercreditor Agreement, duly executed by all the parties thereto.

3.4       The Common  Security  Trust  Deed,  duly  executed  by all the parties
          thereto.

3.5       The Pledge Agreement to be executed by Cordiant  Communications  Group
          plc, Cordiant Holdings GmbH, Bates Deutschland  Holding GmbH and Bates
          Germany  Werbeagentur  GmbH  over the  shares in the  relevant  German
          Subsidiaries.

3.6       The  Abstract  Acknowledgement  of  Indebtedness  to  be  executed  by
          Cordiant Communications Group plc.

3.7       Notices to banks of an account charge in the form of Schedule 5 to the
          Composite  Guarantee  and  Debenture  to be entered  into by  Obligors
          incorporated in the UK in favour of the Common Security  Trustee on or
          about the date of the  Restructuring  Deed as required by the Security
          Memorandum.

4         Opinions

4.1       An opinion of Norton Rose dated not more than 5 Banking  Days prior to
          the Restructuring Date.

                                       17
<PAGE>

4.2       Local law legal opinions from legal  advisers to the Agent,  the Banks
          and the  Common  Security  Trustee  in each  jurisdiction  in which an
          Obligor is incorporated in respect of the Bank Finance Documents.

4.3       US law legal opinions from White & Case, legal advisers to the Parent,
          in respect of the Obligors  incorporated in the US states of New York,
          Delaware and California.

4.4       US law legal opinions from legal advisers to the Agent,  the Banks and
          the Common Security Trustee in respect of the Obligors incorporated in
          the US states of New Hampshire, Ohio, Texas and Washington.

4.5       An opinion  of  Freehill,  Hollingdale  & Page,  Australian  law legal
          advisers  to the  Parent,  in  respect  of stamp  duty  payable on the
          Australian  share  pledges  listed in  paragraph  3.10 of The Security
          Memorandum.

5         Financial

5.1       The  Accountants'  Report addressed (among others) to the Bank Finance
          Parties and the Parent  including  confirmation  that the Bank Finance
          Parties and the Parent may rely thereon.

5.2       A report from  PricewaterhouseCoopers  addressed (among others) to the
          Finance Parties  including  confirmation  that the Finance Parties may
          rely thereon.

5.3       A  letter  from the  Auditors  confirming  that  they  continue  to be
          appointed as the auditors of the Parent, and confirming that they will
          provide the Auditors Report in accordance with the Principal Agreement
          as amended and restated in Schedule 6 to this Deed.

5.4       The Hedging Strategy Letter, duly executed.

5.5       A  copy,  certified  as a true,  complete  and  up-to-date  copy by an
          Authorised Officer of the Parent, of the Group Structure Charts.

5.6       A copy,  certified  as a true,  complete  and  up-to-date  copy by an
          Authorised Officer of the Parent of the Financial Model.

5.7       Copies,  certified  as true,  complete  and  up-to-date  copies  by an
          Authorised   Officer  of  the  Parent,  of  the  unaudited   financial
          statements of the Group for the Financial Year ended 31 December 2001.

5.8       Copies,  certified  as true,  complete  and  up-to-date  copies  by an
          Authorised Officer of the Parent of the quarterly  management accounts
          of the Group for the quarter ended 31 December  2001,  and the monthly
          management  accounts for the month ended 28 February 2002,  (and which
          shall be deemed to have been delivered  pursuant to clauses  12.1.6(b)
          and (c) of the Principal Agreement as amended and restated in Schedule
          6 to this Deed).

6         Transaction Costs

6.1       The  co-ordination,  agency  and  transaction  fee  letter,  the banks
          restructuring fee letter, the swingline bank fee letter and the common
          security  trustee fee letter referred to in clause 7.1,  together with
          payment of any fees referred to therein which are payable on or before
          the Restructuring Date.

6.2       Receipt by the Agent of the other fees,  expenses and Taxes payable by
          the Parent in accordance with clause 7.

7         Miscellaneous

7.1       Either:

                                       18
<PAGE>

7.1.1     a copy,  certified  as a true  copy by an  Authorised  Officer  of the
          Parent  of  all  consents,  authorisations,   licences  and  approvals
          required by the Parent and each Obligor to  authorise,  or required by
          the  Parent  and each  Obligor  in  connection  with,  the  execution,
          delivery,  validity,  enforceability  and admissibility in evidence of
          the Bank Finance  Documents and the performance by the Parent and each
          Borrower  of  its  respective   obligations  under  the  Bank  Finance
          Documents, or

7.1.2     a certificate  signed by an  Authorised  Officer of the Parent that no
          such  consent,  authonsation,  licence  or  approval  referred  to  in
          paragraph 7.1.1 above is required by the Parent or any Obligor.

7.2       A certificate from an Authorised Officer of the Parent confirming that
          utilisation  in full of the  Facilities  (as amended  pursuant to this
          Deed)  would not render the  Parent or any  Borrower  in breach of any
          restriction on borrowings  applicable to the Parent or any Borrower in
          its respective constitutional documents or elsewhere.

7.3       Evidence of the repayment of the Korean debenture stock.

7.4       Evidence  that the Zenith SPV has acceded to the Zenith Joint  Venture
          Agreement  and that all of the Group's  right,  interest  and title to
          shares in Zenith have been transferred to the Zenith SPV.

7.5       A certificate of an Authorised  Officer of the Parent confirming that,
          immediately  following the Restructuring  Date, the Group will have no
          Encumbrances  other than Permitted  Encumbrances  (including,  without
          limitation,  duly  certified  copies of any release  documentation  in
          respect of any such Encumbrances that are not Permitted Encumbrances).

7.6       A certificate of an Authorised  Officer of the Parent confirming that,
          immediately  following the Restructuring  Date, the Group will have no
          Borrowed  Money other than as permitted by the Principal  Agreement as
          amended and restated in Schedule 6 to this Deed.

7.7       A  certificate  of a director of each  Additional  Overdraft  Borrower
          confirming  that  utilisation by it of the Overdraft  Facility in full
          would not cause any borrowing limit binding on it to be exceeded.

7.8       Evidence that each  Additional  Overdraft  Borrower has acceded to the
          Unlimited  Multi-lateral Guarantee dated 14 December 2001 in favour of
          the Overdraft Bank.

7.9       A copy  of the  Drawdown  Notice  containing  an  irrevocable  payment
          instruction  to the Agent under the terms of  Principal  Agreement  as
          amended  and  restated in Schedule 6 to this Deed to repay all amounts
          outstanding  under the Loan  Agreement  dated 4 April 2002 between the
          Parent,  the Arrangers,  the Agent, the Banks and the Security Trustee
          for a (pound)20,000,000 bridge loan facility.

19
<PAGE>

                                   Annexure A

                      DIRECTOR'S CERTIFICATE FOR COMPANIES
                        INCORPORATED IN ENGLAND AND WALES

I, [o],  being a  director  of [o], a private  company  with  limited  liability
incorporated  and existing  under the laws of England and Wales (the  "Company")
refer to:

1    the  restructuring  deed  dated  on or about  the date of this  certificate
     between,  amongst others,  Cordiant Communications Group plc as Parent (1),
     the  companies  whose  respective  names,  registered  numbers (if any) and
     registered  offices are set out in schedule 1 thereto as Borrowers (2), the
     companies  whose  respective  names,   registered   numbers  (if  any)  and
     registered offices are set out in schedule 2 thereto as Original Guarantors
     (3). the companies whose respective names,  registered numbers (if any) and
     registered  offices  are  set  out  in  schedule  2  thereto  as  Overdraft
     Guarantors (4), the companies whose respective  names,  registered  numbers
     (if any) and  registered  offices  are set out in  schedule  3  thereto  as
     Additional Overdraft Borrowers (5) The Bank of New York and HSBC Investment
     Bank plc as  Arrangers  (6),  the banks and  financial  institutions  whose
     respective  names and  addresses are set out in schedule 3 thereto as Banks
     (7),  HSBC  Investment  Bank plc as  Agent,  Security  Trustee  and  Common
     Security  Trustee (8), The Bank of New York as Swingline  Bank (9) and HSBC
     Bank plc as Overdraft Bank (10) (the "Restructuring Deed"),

2    an amended and re-stated  note  purchase  agreement  amending  certain note
     purchase  agreements  dated as of 5 April 2001 made  between  the  Cordiant
     Finance,  Inc.  (the  "Issuer"),  the  Parent as Parent  Guarantor  and the
     purchasers identified therein, pursuant to which the Issuer issued and sold
     $175,000,000 in aggregate  principle amount of its 7.61% Guaranteed  Senior
     Notes due 2011 (as defined therein the "Notes") and currently being held by
     the holders of the Notes (the "Amended Note Purchase Agreement"); and

3    an intercreditor  agreement (the  "lntercreditor  Agreement") entered into,
     between,  among  others,  the  Company  and the  Beneficiaries  (as defined
     therein).

AND HEREBY CERTIFY:

1.   Constitutional Documents

     The  constitutional  documents of the Company,  which were  attached to the
     director's  certificates  dated 2 April 2002 in connection  with the Bridge
     Facility Agreement between,  amongst others,  Cordiant Communications Group
     plc, The Bank of New York and HSBC Investment Bank plc, dated 4 April 2002,
     shall be deemed to be  attached  hereto  as true,  complete  and up to date
     copies of such documents,  and there are no other constitutional  documents
     of the Company. [Note: except for CCG.XM (UK) Limited which must attach its
     constitutional  documents  as  annexure  "A" and  realphabetise  the  other
     annexures accordingly.]

2.   Corporate Resolutions

     The documents  annexed to this  certificate as annexure "A" are true copies
     of the minutes of a meeting of the board of  directors  of the Company duly
     convened  and held on 2002.  The  resolutions  set out  therein  were  duly
     passed,  are binding and have not been amended or revoked.  The adoption of
     such  resolutions,  the entry into the  Documents  (as defined in the board
     resolutions  referred to above) and the  consummation  of the  transactions
     contemplated  thereby are for the purposes of the corporate  benefit of the
     Company.  No borrowing  limits or other  restrictions (or lack of power) in
     relation  to the giving of  guarantees  or  security  or  otherwise  of the
     Company  will be  exceeded  as a result of the Company  entering  into,  or
     borrowing   moneys   under  any  Finance   Document   (as  defined  in  the
     lntercreditor  Agreement), or giving the guarantees and security thereunder
     or incurring or performing  the  obligations  expressed to be assumed by it
     thereunder.



                                       20
<PAGE>

3.   Company Status

     No administration  order has been made in respect of the Company,  no order
     has been made or resolution passed for winding up the Company,  no petition
     has been presented for an  administration  order in respect of the Company,
     and no administration receiver,  receiver, or receiver and manager has been
     appointed in respect of the Company.

4.   Authorised Signatories

     Set out  below  are true  signatures  of those  persons  authorised  by the
     resolutions  of the  board  of  directors  of the  Company  referred  to in
     paragraph  2 above to sign any of the  Documents  and to  execute  all such
     undertakings, statements, certificates, notices, acknowledgements and other
     documents  as may be  required  to be done,  signed and  executed  by or on
     behalf of the Company in  connection  with the  Documents  and otherwise in
     relation to or ancillary to the same.

     [              ]
     [              ]

SIGNED [o]


----------------------
Director

                                       21
<PAGE>

                                   Annexure B

                            CERTIFICATE OF SECRETARY
                               OF [US SUBSIDIARY]

I, [o], being the Secretary]  [Assistant  Secretary] of [o], a corporation  (the
"Company")  refer to the  restructuring  deed dated on or about the date of this
certificate between, amongst others. Cordiant Communications Group plc as Parent
(1), the  companies  whose  respective  names,  registered  numbers (if any) and
registered  offices  are set out in  schedule I thereto as  Borrowers  (2),  the
companies whose  respective  names,  registered  numbers (if any) and registered
offices  are set out in  schedule  2 thereto as  Original  Guarantors  (3),  the
companies whose  respective  names,  registered  numbers (if any) and registered
offices  are set out in  schedule 2 thereto as  Overdraft  Guarantors  (4),  the
companies whose  respective  names,  registered  numbers (if any) and registered
offices are set out in schedule 3 thereto as Additional  Overdraft Borrowers (5)
The Bank of New York and HSBC  Investment  Bank plc as Arrangers  (6), the banks
and financial  institutions  whose respective names and addresses are set out in
schedule 3 thereto as Banks (7),  HSBC  Investment  Bank plc as Agent;  Security
Trustee and Common Security  Trustee (8), The Bank of New York as Swingline Bank
(9) and HSBC Bank plc as  Overdraft  Bank (10) (the  "Restructuring  Deed";  all
capitalized  terms not defined  herein are used as such terms are defined in the
Restructuring Deed),

AND HEREBY CERTIFY:

1.   Organizational Documents

     The  documents  annexed to this  certificate  as annexure "A"  constitute a
     true,  complete  and up to date  copy of the  certificate  or  articles  of
     incorporation  and bylaws of the Company as in full force and effect on the
     date hereof.  No amendment or other  modification  affecting  the Company's
     certificate  or articles  of  incorporation  have been  filed,  recorded or
     executed,  and no authorization  for the filing,  recording or execution of
     any such  amendment or  modification  is  outstanding.  No amendment to the
     bylaws  is  contemplated  and  such  bylaws  continue  in force on the date
     hereof.

2.   Corporate Resolutions

     The documents  annexed to this  certificate as annexure "B" are true copies
     of the minutes of a meeting of the board of  directors  of the Company duly
     convened  and held on [.1 or, as  appropriate,  an action by the  unanimous
     consents of the directors  dated [o]. The  resolutions set out therein were
     duly  passed,  are  binding  and have  not been  amended  or  revoked.  (No
     borrowing  limits or other  restrictions  (or lack of power) in relation to
     the giving of  guarantees  or security or  otherwise of the Company will be
     exceeded  as a result of the  Company  entering  into the  [Documents]  (as
     defined in the minutes  referred to above),  [or borrowing moneys under any
     Bank Finance  Document (as defined in the  Restructuring  Deed),] or giving
     the  guarantees  and security  thereunder  or incurring or  performing  the
     obligations expressed to be assumed by it thereunder.(1)

3.   Certificate of Good Standing

     The document attached as annexure "C" is a true,  correct and complete copy
     of a  Certificate  of Good  Standing of the Company  from the  Secretary of
     State of [State of  Organisation].  No event  has  occurred  since the date
     thereof  which has affected the good standing of the Company under the laws
     of the State of [State of Organisation].

4.   Composition of the board of directors

     Set out below are the names of all of the  directors of the  Company,  duly
     appointed  or  elected  as such,  and there are no other  directors  of the
     Company

----------------
1    To  be  inserted   for  those   subsidiaries   that  are  not  signing  the
     Restructuring Deed.

                                       22
<PAGE>


     [Name]                 [Title]
     [Name]                 [Title]

5.   Authorized Signatories

     Set out below are true  signatures  of those  persons  authorized  (whether
     signing alone or jointly) by the  resolutions  of the board of directors of
     the Company  referred  to in  paragraph  2 above or  otherwise  to sign the
     Restructuring Deed and any of the documents relating thereto and to execute
     all such undertakings,  statements, certificates, notices, acknowledgements
     and other  documents as may be required to be done,  signed and executed by
     or on behalf of the Company in connection with the  Restructuring  Deed and
     otherwise in relation to or ancillary to the same.

     [              ]

     [              ]

SIGNED [o]

----------------------
Director

                                       23
<PAGE>

                                   Annexure C

                      DIRECTOR'S CERTIFICATE FOR COMPANIES
                             INCORPORATED IN GERMANY

I, [o], being a managing director ("Geschaftsfuhrer"') of [o], a private company
with limited liability  incorporated and existing under the laws of Germany (the
"Company")  refer to the  restructuring  deed dated on or about the date of this
certificate between, amongst others, Cordiant Communications Group plc as Parent
(1), the  companies  whose  respective  names,  registered  numbers (if any) and
registered  offices  are set out in  schedule I thereto as  Borrowers  (2),  the
companies whose  respective  names,  registered  numbers (if any) and registered
offices  are set out in  schedule  2 thereto as  Original  Guarantors  (3),  the
companies whose  respective  names,  registered  numbers (if any) and registered
offices  are set out in  schedule 2 thereto as  Overdraft  Guarantors  (4).  the
companies whose  respective  names,  registered  numbers (if any) and registered
offices are set out in schedule 3 thereto as Additional  Overdraft Borrowers (5)
The Bank of New York and HSBC  Investment  Bank pie as Arrangers  (6), the banks
and financial  institutions  whose respective names and addresses are set out in
schedule 3 thereto as Banks (7),  HSBC  Investment  Bank plc as Agent,  Security
Trustee and Common Security  Trustee (8), The Bank of New York as Swingline Bank
(9) and HS8C Bank plc as Overdraft Bank (10) (the "Restructuring Deed"),

AND HEREBY CERTIFY:

1.   Constitutional Documents

     The  documents  annexed to this  certificate  as annexure "A"  constitute a
     true,  complete  and up to  date  copy  of the  articles  of  incorporation
     ("Gruendungsurkunde") and articles of association  ("Gesellschaftsvertrag")
     of  the  Company  containing  all  modifications   thereto,  an  up-to-date
     certified  excerpt from the commercial  register  ("Handelsregisterauszug7)
     and  there  are  no  other  constitutional  documents  (Geschattsordnungen,
     Beiratsordnungen etc.) of the Company.

2.   Resolutions

     The documents  annexed to this  certificate as annexure "B" are true copies
     of the resolutions of a meeting of the  shareholder's  of the Company dated
     [o]. The  resolution(s)  set out therein were duly passed,  are binding and
     have not been amended or revoked. The Company does not act in excess of its
     internal limits or restrictions  when executing the documents  mentioned in
     the resolution (hereinafter "the Documents").

3.   Authorised Signatories

     Set out below are true  signatures of those  persons who,  according to the
     commercial  register  (Handelsregister),  are authorized  (whether  signing
     alone or  jointly) to sign any of the  (Documents]  and to execute all such
     undertakings, statements, certificates, notices, acknowledgements and other
     documents  as may be  required  to be done,  signed and  executed  by or on
     behalf of the Company in connection  with the  [Documents] and otherwise in
     relation to or ancillary to the same.

     [              ]
     [              ]

SIGNED [o]

-----------------
Director

                                       24
<PAGE>

                                   Annexure D

                      DIRECTOR'S CERTIFICATE FOR COMPANIES
                         INCORPORATED IN THE NETHERLANDS

I, [o],  being a  director  of [o], a private  company  with  limited  liability
incorporated  and existing  under the laws of the  Netherlands  (the  "Company")
refer to the  restructuring  deed dated on or about the date of this certificate
between,  amongst others,  Cordiant  Communications Group plc as Parent (1), the
companies whose  respective  names,  registered  numbers (if any) and registered
offices are set out in schedule I thereto as Borrowers (2), the companies  whose
respective names, registered numbers (if any) and registered offices are set out
in schedule 2 thereto as Original Guarantors (3), the companies whose respective
names,  registered  numbers  (if  any)  and  registered  offices  are set out in
schedule 2 thereto as Overdraft  Guarantors (4). the companies whose  respective
names,  registered  numbers  (if  any)  and  registered  offices  are set out in
schedule 3 thereto as  Additional  Overdraft  Borrowers (5) The Bank of New York
and  HSBC  Investment  Bank  plc as  Arrangers  (6),  the  banks  and  financial
institutions  whose  respective  names and  addresses  are set out in schedule 3
thereto as Banks (7). HSBC  Investment Bank plc as Agent,  Security  Trustee and
Common Security Trustee (8), The Bank of New York as Swingline Bank (9) and HSBC
Bank pie as Overdraft Bank (10) (the "Restructuring Deed"),

AND HEREBY CERTIFY:

1.   Constitutional Documents

     The documents annexed to this certificate as annexure "A" constitute a true
     and up to date copy of the current  articles of  association of the Company
     containing   all   modifications   thereto   and   there   are  no   bylaws
     (directiereglement),  resolutions of the general meeting of  shareholders,
     or any other corporate body, which contain rules or regulations with a view
     to  the  management  or  the  organization  of the  Company,  or any  other
     constitutional documents of the Company.

2.   Corporate Resolutions

     The documents  annexed to this  certificate as annexure `B" are true copies
     of the written  resolutions  of (i) the board of managing  directors of the
     Company and (ii) the general meeting of  shareholders  of the Company.  The
     resolutions set out therein were duly passed, are binding and have not been
     amended or revoked.  The adoption of such  resolutions,  the entry into the
     Documents (as defined in the board  resolutions  referred to above) and the
     consummation of the transactions  contemplated thereby are for the purposes
     of the corporate  benefit of the Company and do not  transgress the purpose
     of the  Company.  No  restrictions  (or lack of power) in  relation  to the
     giving of  guarantees  or security  or  otherwise  of the  Company  will be
     exceeded as a result of the Company entering into the Documents, giving the
     guarantees   and  security   thereunder  or  incurring  or  performing  the
     obligations expressed to be assumed by it thereunder.

3.   Authorised Signatories

     Set out  below  are true  signatures  of those  persons  authorized  by the
     resolutions of the board of managing  directors of the Company  referred to
     in paragraph 2 above to sign any of the Documents,  and to execute alt such
     undertakings, statements, certificates, notices, acknowledgements and other
     documents  as may be  required  to be done,  signed and  executed  by or on
     behalf of the Company in  connection  with the  Documents  and otherwise in
     relation to or ancillary to the same.

     [              ]
     [              ]


SIGNED [o]

                                       25
<PAGE>

-----------------
Director

                                       26
<PAGE>

                                   Annexure E

                      DIRECTOR'S CERTIFICATE FOR COMPANIES
                            INCORPORATED IN AUSTRALIA

I, [o],  being a  director  of [o], a private  company  with  limited  liability
incorporated  and existing under the laws of Australia (the "Company")  refer to
the restructuring  deed dated on or about the date of this certificate  between,
amongst others.  Cordiant  Communications Group plc as Parent (1), the companies
whose respective names,  registered  numbers (if any) and registered offices are
set out in schedule I thereto as Borrowers (2), the companies  whose  respective
names,  registered  numbers  (if  any)  and  registered  offices  are set out in
schedule 2 thereto as Original  Guarantors (3), the companies  whose  respective
names,  registered  numbers  (if  any)  and  registered  offices  are set out in
schedule 2 thereto as Overdraft  Guarantors (4), the companies whose  respective
names,  registered  numbers  (if  any)  and  registered  offices  are set out in
schedule 3 thereto as  Additional  Overdraft  Borrowers (5) The Bank of New York
and  HSBC  Investment  Bank  plc as  Arrangers  (6),  the  banks  and  financial
institutions  whose  respective  names and  addresses  are set out in schedule 3
thereto as Banks (7), HSBC  Investment Bank plc as Agent,  Security  Trustee and
Common Security Trustee (8). The Bank of New York as Swingline Bank (9) and HSBC
Bank plc as Overdraft Bank (10) (the "Restructuring Deed"),

AND HEREBY CERTIFY:

1.   Constitutional Documents

     The documents annexed to this certificate as annexure "A" constitute a true
     and up to date copy of the certificate of  incorporation,  each certificate
     of change  of name of the  Company,  and the  constitution  of the  Company
     containing all modifications  thereto and there are no other constitutional
     documents of the Company.

2.   Corporate Resolutions

     The  documents  annexed to this  certificate  as annexure "B" are certified
     extracts  of the  minutes  of a meeting  of the board of  directors  of the
     Company duly convened and held on [o]. The resolutions set out therein were
     duly passed, are binding and have not been amended or revoked. The adoption
     of such  resolutions,  the entry into the  [Documents]  (as  defined in the
     board   resolutions   referred  to  above)  and  the  consummation  of  the
     transactions  contemplated  thereby are for the  purposes of the  corporate
     benefit of the Company.  No borrowing limits or other restrictions (or lack
     of power) in relation to the giving of  guarantees or security or otherwise
     of the Company  will be exceeded as a result of the Company  entering  into
     the  Documents,  or  giving  the  guarantees  and  security  thereunder  or
     incurring  or  performing  the  obligations  expressed  to be assumed by it
     thereunder.

3.   Authorised Signatories

     Set out  below  are true  signatures  of those  persons  authorized  by the
     resolutions  of the  board  of  directors  of the  Company  referred  to in
     paragraph  2 above to sign any of the  (Documents]  and to execute all such
     undertakings, statements, certificates, notices, acknowledgements and other
     documents  as may be  required  to be done,  signed and  executed  by or on
     behalf of the Company in connection  with the  [Documents] and otherwise in
     relation to or ancillary to the same.

     [              ]

     [              ]


                                       27
<PAGE>

4.   Solvency

     The Company is solvent. The Company is not prevented by Chapter 2E, Chapter
     2J or any other provision of the Corporations  Act 2001 (Cth) from entering
     into and  performing  any of the  [Documents]  or giving the  guarantees or
     securities thereunder.

SIGNED [o]

--------------------
Director

                                       28
<PAGE>

                                   Schedule 6

                     The Amended and Restated Loan Agreement



                                 (See next page]

                                       29
<PAGE>


                                 LOAN AGREEMENT
                                       For
                    Facilities of up to(pound)155,871,146.52


                                       to
                       CORDIANT COMMUNICATIONS GROUP PLC
                                   and others


                                   Arranged by
                              THE BANK OF NEW YORK
                                       And
                            HSBC INVESTMENT BANK PLC


                                      Agent
                            HSBC INVESTMENT BANK PLC



                                   Norton Rose
<PAGE>

                                    Contents

Clause                                                                      Page

1   Purpose and definitions...................................................1
2   The Facilities...........................................................23
3   Conditions...............................................................24
4   The Facilities; Currencies...............................................25
5   Interest; alternative interest rates.....................................28
6   The Overdraft Facility and the Swingline Facility........................30
7   Indemnity of Overdraft Bank and Swingline Bank...........................34
8   Repayment, prepayment and cancellation...................................36
9   Fees and expenses........................................................40
10  Payments and Taxes; accounts and calculations............................43
11  Representations and warranties...........................................48
12  Undertakings.............................................................52
13  Financial Covenants......................................................66
14  Events of Default........................................................68
15  Indemnities..............................................................72
16  Unlawfulness and increased costs; mitigation.............................73
17  Set-off and pro rata payments............................................76
18  Assignment, substitution, lending offices, Additional Borrowers
    and Affiliates of Banks..................................................77
19  Arranger, Agent, Security Trustee, Common Security Trustee and
    Reference Banks..........................................................81
20  Notices and other matters................................................87
21  Governing law and jurisdiction...........................................89

Schedule 1...................................................................90

    Part A - Original Borrowers..............................................90

Schedule 2 The Banks and their Commitments...................................97

Schedule 3 Part A - Form of Drawdown Notice..................................99

Schedule 4..................................................................102

     Part A - Documents and evidence required as conditions
     precedent to the delivery of the first Drawdown Notice
     in respect of the Facilities...........................................102

<PAGE>

     Part B - To be delivered prior to the delivery of the
     first Drawdown Notice in respect of an Advance to be
     used to refinance the Existing Lighthouse Facilities
     or to pay costs and expenses incurred in connection
     with the Lighthouse Acquisition........................................103

     Part C - Documents and evidence to be delivered by
     each additional Guarantor..............................................104

     Part D - Documents and evidence to be delivered by an
     Additional Borrower or Additional Overdraft Borrower...................105

     Part E - Form of Director's Certificate regarding
     financial assistance...................................................107

Schedule 5 Calculation of Additional Cost...................................108

Schedule 6 Form of Substitution Certificate Part A (single
 transfers).................................................................111

Schedule 7 Permitted Encumbrances...........................................119

Schedule 8..................................................................120

    Part A Borrower Accession Agreement.....................................120

Schedule 9 Permitted Guarantees.............................................124

Schedule 10 Borrower's Compliance Certificate...............................127

Schedule 11 Form of Guarantee to be given by new Guarantors.................128

Schedule 12 Permitted Acquisitions..........................................129

Schedule 13 Preference shares issued by (or to be issued)
by Lighthouse and its Subsidiaries as deferred consideration................131

Schedule 14 Non-Bank Cash Pooling Arrangements..............................133

<PAGE>

THIS  AGREEMENT  is dated 4 July 2000 (as  amended  and  restated  pursuant to a
restructuring deed dated 19 April 2002 and made BETWEEN:

(1)  CORDIANT COMMUNICATIONS GROUP PLC as the Parent;

(2)  THE  COMPANIES  whose  names,  registered  numbers (if any) and  registered
     offices are set out in part A of Schedule 1 as Original  Borrowers  and the
     companies whose names,  registered  numbers (if any) and registered offices
     are set out in part C of Schedule I as Original Overdraft Borrowers;

(3)  THE BANK OF NEW YORK and HSBC INVESTMENT BANK PLC as Arrangers;

(4)  THE BANKS AND FINANCIAL  INSTITUTIONS whose names and addresses are set out
     in Schedule 2;

(5)  HSBC  INVESTMENT  BANK PLC as Agent,  Security  Trustee and Common Security
     Trustee;

(6)  THE BANK OF NEW YORK as Swingline Bank; and

(7)  HSBC BANK PLC as Overdraft Bank.

IT IS AGREED as follows:

1         Purpose and definitions

1.1       Purpose

          This Agreement  sets out the terms and conditions  upon and subject to
          which the Banks agree, according to their several obligations, to make
          available  to the  Borrowers  a  revolving  credit  facility  of up to
          (pound)155,871,146.52  or its equivalent in Optional  Currencies,  the
          Swingline  Bank agrees to make  available to the Swingline  Borrower a
          swingline  facility  (including a letter of credit  facility) of up to
          (pound)12,469,692  and the Overdraft  Bank agrees to make available to
          the   Overdraft   Borrowers   an   overdraft   facility   of   up   to
          (pound)6,000,000,  subject to an overall limit on all such  facilities
          of  (pound)155,871,146.52,  to  be  used  to  repay  the  Bridge  Loan
          Agreement and for general corporate purposes.

1.2       Definitions

          In this Agreement, unless the context otherwise requires:

          "Accountant's  Report" means the agreed form financial report prepared
          by KPMG dated 21 January  2002 for the  purposes of the  Restructuring
          which is addressed  to (among  others) the Parent and the Bank Finance
          Parties;

          "Additional  Borrower" means any wholly owned Subsidiary of the Parent
          which becomes a Borrower in accordance with clause 18.11;

          "Additional  Cost"  means,  in relation to any  period,  a  percentage
          calculated for such period at an annual rate  determined in accordance
          with Schedule 5;

          "Additional  Overdraft  Borrower" means any wholly owned Subsidiary of
          the Parent which  becomes an  Overdraft  Borrower in  accordance  with
          clause 18.11;

          "Advance"  means each  Revolving  Credit  Advance  and each  Swingline
          Advance;

          "Affiliate"  means,  in  relation  to any person,  a  Subsidiary  or a
          Holding  Company of that person and any other  Subsidiary of a Holding
          Company of that person;

          "Agent" means HSBC  Investment Bank plc or such other person as may be
          appointed agent for the Banks pursuant to clause 19.13;


                                        1
<PAGE>


          "Agreement in Principle"  means the agreement dated 28 March 2002 made
          between the Parent,  the Arrangers,  the Agent, the Security  Trustee,
          the Banks,  the Swingline Bank, the Overdraft Bank,  Cordiant  Finance
          Inc. as Issuer of the Notes and the Noteholders for the purpose (inter
          alia) of agreeing the principle terms of the Restructuring;

          "Amended and Restated Note Purchase Agreement" means the note purchase
          agreements dated as of 5 April 2001 for $175,000,000 Guaranteed Senior
          Notes due 2011 issued by the Parent (as parent guarantor) and Cordiant
          Finance Inc.  (as issuer)  each as amended and restated  into a single
          agreement on or about the Restructuring Date;

          "Annual  Budget" means in respect of each Financial Year of the Group,
          a budget for such  Financial Year (broken down on a monthly basis) the
          form (but riot the  content)  of which is in the  agreed  form each as
          updated on a quarterly  basis during each relevant  Financial  Year as
          set out in clause 12.1.6(f);

          "Appropriate  Accounting  Principles" means (a) the generally accepted
          accounting  principles,  standards,  practices and bases in the United
          Kingdom as  adopted  in the  Group's  audited  consolidated  financial
          statements for the Financial Year ended on 31 December 1998 and in the
          Financial  Model or (b) where any change in (a) has been agreed  under
          clause 12.2.14, such accounting principles,  standards,  practices and
          bases as have been so agreed;

          "Arranger"  means each of The Bank of New York of One  Canada  Square,
          London E14 SAL and HSBC  investment  Bank plc of Thames  Exchange,  10
          Queen Street Place,  London, EC4R 1BL and their respective  successors
          in title;

          "Associated  Person" means, in relation to any person, a person who is
          (i) acting in concert  (as defined in the City Code on  Takeovers  and
          Mergers)  with that person or (ii) a  connected  person (as defined in
          section  839 of the  Income  and  Corporation  Taxes Act 1988) of that
          person;

          "Audited Financial  Statements" means the audited financial statements
          of the Group delivered,  or as the case may be, to be delivered to the
          Agent pursuant to clause 12.1.6(a) and the related  reconciliation (if
          any) delivered pursuant to clause 12.2.14 in respect of such financial
          statements;

          "Auditors"  means  KPMG  Audit  Plc or  such  other  auditing  firm of
          international standing as may be approved by the board of directors of
          the Parent  (after  prior  consultation  with the Agent) and which has
          agreed to provide the Auditor's Reports;

          "Auditors  Report" means, in respect of any Financial Year, the report
          from the  Auditors  delivered,  or as the case may be, to be delivered
          under clause 12.1.6(e);

          "Authorised  Officer"  means that officer or officers of the Parent or
          the  Swingline  Borrower  authorised  to sign  Drawdown  Notices,  IJC
          Applications and any other notices, requests or confirmations referred
          to in this Agreement or relating to the facilities granted pursuant to
          this Agreement;

          "Availability Period" means, in respect of a Facility, the period from
          the date of this  Agreement  and ending on 8 November  2004 or on such
          earlier  date (if any) on which the  Commitments  in  respect  of that
          Facility are all reduced to zero under or pursuant to this Agreement;

          "Bank  Finance  Documents"  means the Credit  Documents,  the Security
          Documents and any other documents which the Agent and the Parent agree
          shall be Bank Finance Documents;

          "Bank Finance Parties" means the Agent, the Arrangers,  the Banks, the
          Swingline  Bank,  the  Overdraft  Bank,  the Security  Trustee and the
          Common Security Trustee;

          "Banking  Day" means a day (other  than a Saturday or Sunday) on which
          banks are open for general business in London and New York City, and:

                                        2
<PAGE>

          (a)  in relation to any date for payment or purchase of euro, which is
               also a TARGET Day; and

          (b)  in  relation  to any date for  payment or purchase of an Optional
               Currency other than euro, the principal  financial  centre in the
               jurisdiction of the Optional Currency concerned;

          "Banks" means the banks and financial  institutions listed in Schedule
          2 and includes their successors in title and Substitutes;

          "Bid  Bond"  means  a bid,  performance  or  advance  payment  bond or
          guarantee issued by a financial institution to a client or prospective
          client of a member  of the Group in  connection  with a  contract  for
          which that member of the Group is bidding or which has been awarded to
          that member of the Group;

          "Borrowed  Money" means  Indebtedness in respect of (i) money borrowed
          or raised and debit balances at banks, (ii) any amount raised pursuant
          to  any  note  purchase  facility  or  the  issue  of  bonds,   notes,
          debentures,   loan  stock  or  any  similar   instrument,   (iii)  any
          counter-indemnity  obligation  in respect of a  guarantee,  indemnity,
          bond,  standby or documentary letter of credit or any other instrument
          issued  by  a  bank  or  financial  institution,  (iv)  acceptance  or
          documentary  credit  facilities,  (v)  receivables  sold or discounted
          (otherwise than on a non-recourse  basis),  (vi) deferred payments for
          assets or services  acquired  where the  deferred  payment is arranged
          primarily as a method of raising  finance or financing the acquisition
          of the asset or services  acquired  (excluding  credit  granted in the
          ordinary  course of trading for a period not exceeding 120 days (or in
          the case of  Greece,  Spain and  Italy,  not  exceeding  180 days) and
          deferred   consideration   payments  in  respect  of  acquisitions  or
          investments  permitted  in  accordance  with  clause  12.2.6  and  the
          deferred consideration  obligations set out in Schedule 13), (vii) the
          capital element of Finance Leases and hire purchase contracts,  (viii)
          (except for the  purposes of the  definition  of  "Consolidated  Gross
          Borrowings"  and  clause  14.1.5)  Derivatives  Contracts,   (ix)  any
          preference  or  other  shares  which  are  mandatorily  redeemable  or
          redeemable  at the  option  of the  holder  Thereof  (other  than  the
          preference  shares listed in Schedule  13), (x) any other  transaction
          (including  without  limitation  forward  sale or purchase  agreements
          where  the  deferred  payment  is  arranged  primarily  as a method of
          raising  finance or financing the acquisition of the asset or services
          acquired)  having the  commercial  effect of a borrowing or raising of
          money or of any of (ii) to (ix) above and (x) guarantees in respect of
          Indebtedness of any person falling within any of (i) to (x) above.

          "Borrowers" means the Parent, the Original  Borrowers,  the Additional
          Borrowers   and/or  the  Swingline   Borrower   and/or  the  Overdraft
          Borrowers, as the context requires;

          "Borrower Accession Agreement" means a borrower accession agreement in
          the form of part A of Schedule 8;

          "Bridge   Loan   Agreement"   means   the   loan   agreement   for   a
          (pound)20,000,000  term loan  bridge  facility  dated 4 April 2002 and
          made  between the  Parent,  the  Arrangers,  the Agent,  the  Security
          Trustee and the Banks;

          "Capital Expenditure" means any expenditure which should be treated as
          capital expenditure in the audited  consolidated  financial statements
          of the Group in accordance with the Appropriate Accounting Principles;

          "Capitalised Lease Obligations" means, with respect to any person, any
          rental obligation (including, without limitation, any hire purchase or
          payment  obligation) which, under Appropriate  Accounting  Principles,
          would be  required  to be  treated  as a  Finance  Lease or  otherwise
          capitalised  on the  books of such  person,  in  accordance  with such
          principles;

          "Cash  Collateral  Account" has the meaning  given to it in the Common
          Security Trust Deed;


                                        3
<PAGE>

          "Cash Pooling  Arrangements" means arrangements for the pooling of the
          balances of any two or more Group  members' bank accounts  pursuant to
          which  arrangements  any such member of the Group  grants a guarantee,
          rights of set-off or any other  Encumbrance  or transfers cash between
          the relevant bank accounts pursuant to an intra-Group loan;

          "Code"  means  the  United  States  Internal  Revenue  Code of 1986 as
          amended from time to time, and the regulations promulgated and rulings
          issued thereunder;

          "Change of Control"  occurs where a person  (whether alone or together
          with  any  Associated  Person  or  Associated   Persons)  becomes  the
          beneficial  owner of shares in the issued share  capital of the Parent
          carrying the right to exercise more than 50% of the votes  exercisable
          at a general  meeting  of the  Parent or more than one half in nominal
          value of the equity share capital of the Parent;

          "Collateral Instruments" means notes, bills of exchange,  certificates
          of  deposit  and  other  negotiable  and  non-negotiable  instruments,
          guarantees,  and any other  documents or instruments  which contain or
          evidence an obligation (with or without security) to pay, discharge or
          be  responsible   directly  or  indirectly  for  any  Indebtedness  or
          liabilities  of any Borrower or any other  person  liable and includes
          Encumbrances;

          "Commitment"  means,  in  relation  to a Bank  and in  respect  of the
          Revolving  Credit  Facility,  at any  relevant  time  the  amount  set
          opposite  its name in relation  to the  Revolving  Credit  Facility in
          Schedule 2 and/or, in the case of a Substitute,  the amount novated in
          relation to the Revolving Credit Facility as specified in the relevant
          Substitution  Certificate,  as reduced,  in each case, by any relevant
          term  of  this  Agreement  and so  that,  if at such  time  the  Total
          Commitments  have  been  reduced  to  zero,  references  to  a  Bank's
          Commitment shall be construed as a reference to that Bank's Commitment
          immediately  prior to such  reduction  to zero and, in relation to the
          Swingline  Bank and the  Overdraft  Bank,  their  obligations  to make
          available   the   Swingline   Facility  or  the   Overdraft   Facility
          respectively;

          "Common  Security Trust Deed" means the common  security trust deed to
          be entered into on or about the date of the Restructuring Deed between
          (inter alia) the Common Security  Trustee,  the Parent,  the Obligors,
          the Noteholders and the Bank Finance Parties;

          "Common  Security  Trustee"  means  HSBC  Investment  Bank plc and its
          successors  in title in its  capacity  as security  trustee  under the
          Common  Security  Trust Deed and the  lntercreditor  Agreement or such
          other person as is, from time to time,  appointed as security  trustee
          pursuant to the Common Security Trust Deed;

          "Compliance Certificate" means a certificate substantially in the form
          set out in  Schedule 10 as to the  compliance  or  otherwise  with the
          Financial Covenants set out in clause 13.1;

          "Consolidated   EBITDA"   means,   in  respect  of  any  period,   the
          consolidated trading profits, but before:

          (a)  exceptional  items and  extraordinary  items (each as  separately
               identified in the relevant profit and loss account);

          (b)  profits and losses on disposals of capital assets;

          (c)  amortisation of goodwill and other intangible assets;

          (d)  depreciation and impairment;

          (e)  Consolidated Gross Interest  Expenditure and interest received or
               receivable; and

          (f)  Taxes;

                                        4
<PAGE>

          of the Group  for such  period  and  after  taking  into  account  the
          applicable  share of any profit or loss of any joint  venture or other
          person which is not a Subsidiary of the Parent and after deducting (to
          the  extent  otherwise  included)  profits  (or  adding  back  losses)
          attributable  to minority  interests in members of the Group and after
          deducting (to the extent not otherwise deducted) Property Payments;

          "Consolidated  Excess Cash Flow"  means,  in respect of any  Financial
          Year, the Consolidated EBITDA of the Group for such period:

          after the addition of (if not already added):

          (a)  cash  dividends  received from  investments in joint ventures and
               other  persons  which are not  Subsidiaries  of the Parent (after
               Taxes);

          (b)  Tax  rebates  received  in cash  which the Group is  entitled  to
               retain; and

          (c)  any other  non-cash  items  expensed in arriving at  Consolidated
               EBITDA,

          after the deduction of (if not already deducted):

          (i)  payments in respect of Capital Expenditure;

         (ii)  payments of cash exceptional and extraordinary items;

        (iii)  Group Taxes paid;

         (iv)  any other  non-cash  items  credited in arriving at  Consolidated
               EBITDA,

          (v)  Consolidated Net Interest Expenditure;

         (vi)  all cash dividends paid by the Parent and all cash dividends paid
               in respect of minority interests in other members of the Group;

         (vii) all  repayments  and  prepayments  of the Notes  and all  amounts
               applied in repayment and  cancellation  of the Facilities  (where
               crediting  cash  to  a  Cash  Collateral   Account  pending  such
               application is deemed to be such an actual prepayment) except for
               mandatory   repayments  or  prepayments  of  the  Notes  and  the
               Facilities  under,  and in  accordance  with,  clause  8.6 to the
               extent that the proceeds from the relevant transaction which give
               rise  to  such   repayments  or   prepayments   are  excluded  in
               determining Consolidated EBITDA for the period;

        (viii) the principal  amount of rental  payments of Capitalised  Lease
               Obligations;

          (ix) all   cash   consideration   paid  for   Permitted   Acquisitions
               (including,  without  limitation, by way of earnouts or  deferred
               consideration); and

          (x)  all  amounts  paid  in  connection  with  employee  share  option
               schemes,

          and excluding the applicable  share of any loss or profit of any joint
          venture  or other  person  which  is not a  Subsidiary  of the  Parent
          included in arriving at Consolidated EBITDA,

          in each  case  for,  or  paid  during,  such  Financial  Year  and all
          calculated on a consolidated basis;

          "Consolidated  Gross  Borrowings"  means the  aggregate  principal  or
          capital amount of all Borrowed Money incurred by the Group  (including
          any fixed or  minimum  premium  payable on final  repayment)  plus the
          aggregate   principal   element  of  Borrowed  Money  secured  by  any
          Encumbrance over all or any part of the undertaking, property, assets,
          rights or revenues of any member of the Group except that:

                                        5
<PAGE>

          (a)  moneys owing by one member of the Group to another  member of the
               Group shall not be taken into account;

          (b)  to avoid double  counting,  no guarantee of a liability  which is
               already taken into account shall itself be taken into account;

          (c)  no  liability  shall be taken into  account more than once in any
               computation;

          (d)  Consolidated  Gross  Borrowings  expressed  in or  calculated  by
               reference to a currency  other than  Sterling  shall be converted
               into  Sterling by reference  to the rate of exchange  used by the
               Parent for the conversion of such currency in accordance with the
               management policy of converting such amounts on a daily basis or,
               if the relevant currency was not thereby  involved,  by reference
               to the rate of exchange or approximate rate of exchange ruling on
               such date and determined on such basis as the Agent may determine
               or approve;

          (e)  the principal amount of Consolidated  Gross Borrowings  deemed to
               be  outstanding  in relation to Finance  Leases or hire  purchase
               agreements  shall be the present  value of the  minimum  lease or
               hire  payments  discounted  at the interest  rate implicit in the
               relevant lease or hire purchase agreement;

          (f)  Indebtedness in respect of cash collateralised  guarantees issued
               by a Bank or any of its  associates  on  behalf  of the  Group to
               media authorities shall not be taken into account;

          (g)  Indebtedness of the Group in respect of the guarantees  issued by
               banks on behalf of the  Group to media  authorities  in Korea and
               the United Kingdom shall not be taken into account; and

          (h)  debit  balances at any bank or  financial  institution  under the
               cash  management  arrangements  of the Group  shall be taken into
               account  net of the credit  balances of the Group at such bank or
               financial institution to the extent that such credit balances are
               subject to contractual  set-off against such debit balances (both
               before  and  after   insolvency)   under  such  cash   management
               arrangements;

          "Consolidated  Gross  lnterest  Expenditure"  means,  in  respect of a
          period, the aggregate amount  (calculated on a consolidated  basis) of
          all  continuing,  regular or  periodic  costs,  charges  and  expenses
          accrued   during  that  period  in  respect  of   Consolidated   Gross
          Borrowings, including:

          (a)  any acceptance commission paid or payable in respect of any bills
               of exchange or other negotiable instruments;

          (b)  any initial issue discount allowed on the issue of debentures (to
               the extent  relating to that period when  amortised over the term
               of such debentures); and

          (c)  the  interest  component of rentals  under  Finance  Leases,

          but excluding:

          (i)  arrangement  and  other  one-off  fees  (including  the fees (and
               interest  thereon) referred to in clauses 9.1.8 and 9.1.9 and the
               PIK  Management  Fee (as defined in the Amended and Restated Note
               Purchase Agreement) in respect of the Notes pursuant to the terms
               of the Amended and  Restated  Note  Purchase  Agreement),  to the
               extent  relating to that period when  amortised  over the term of
               the relevant Consolidated Gross Borrowings; and

          (ii) amounts  discounted  for FRS12 or SSAP24  purposes to the extent
               they are non-cash items;

                                        6
<PAGE>

          "Consolidated Net Interest Expenditure" means, in respect of a period,
          the Consolidated  Gross Interest  Expenditure  accrued for that period
          net of credit interest accrued by the Group during such period;

          "Consolidated  Net Worth" means,  as at the date of any  determination
          thereof,  the  consolidated  total  capital and  reserves of the Group
          shown  in the  latest  consolidated  balance  sheet  of the  Group  as
          determined in accordance  with the Appropriate  Accounting  Principles
          and as  adjusted  by  adding  back any write  off or  amortisation  of
          acquisition  goodwill  and  any  acquisition  goodwill  debited  to  a
          reserve;

          "Contribution"  means, in relation to a Bank, (i) the principal amount
          of the Revolving  Credit  Advances  owing to such Bank at any relevant
          time  (or,  if the  context  requires,  the  Sterling  Amount  of such
          Revolving  Credit Advances) and (ii) the principal amount paid by such
          Bank under the  indemnities  contained in clauses 6 and 7 for which it
          has not been reimbursed at any relevant time by the relevant Borrower;

          "Control  Event"  means (A) the  announcement,  by or on behalf of any
          person Associated Person or Persons, in accordance with Rule 25 of the
          City Code on  Takeovers  and Mergers,  of a firm  intention to make an
          offer to the  holders  of the  ordinary  shares of the  Parent or of a
          proposal  for a scheme of  arrangement,  which offer or  proposal,  if
          accepted or approved (as the case may be) by the  requisite  number(s)
          of holders  and if the other  conditions  thereto  were  satisfied  or
          waived,  would  result in a Change of  Control or (B) the making of an
          offer to the  holders  of the  ordinary  shares  of the  Parent or the
          proposing  of a scheme of  arrangement,  which offer or  proposal,  if
          accepted or approved (as the case may be) by the  requisite  number(s)
          of holders  and if the other  conditions  thereto  were  satisfied  or
          waived, would result in a Change of Control (but, for the avoidance of
          doubt,  "Control Event" shall not include any preliminary  approach or
          negotiations by any person or group of person to or with the Parent in
          respect of any such offer);

          "Credit Documents" means this Agreement,  the Restructuring  Deed, the
          letters  entered into from time to time by the Parent  setting out the
          terms of any fees to be paid by the Parent to a Bank Finance  Party in
          connection with the Facilities,  the  Substitution  Certificates,  the
          Borrower  Accession  Agreements,   the  Overdraft  Borrower  Accession
          Agreements and any other  documentation from time to time entered into
          between the Overdraft Borrowers and the Overdraft Bank relating to the
          Overdraft Facility;

          "D" means Diamond Ad Ltd;

          "D Acquisition" means the acquisition of D, a company  incorporated in
          the Republic of Korea;

          "D  Group"  means  D and  its  Subsidiaries  as at the  date  of  this
          Agreement;

          "Dangerous Substance" means any radioactive  emissions,  noise and any
          natural or  artificial  substance (in whatever  form) the  generation,
          transportation,  storage, treatment, use or disposal of which (whether
          alone or in combination with any other substance) gives rise to a risk
          of causing  harm to man or any other  living  organism or damaging the
          Environment   or  public   health  or  welfare,   including   (without
          limitation) any controlled,  special, hazardous, toxic, radioactive or
          dangerous waste;

          "Default"  means any  Event of  Default  or any event or  circumstance
          which  would,  upon the  giving of a notice by the  Agent  and/or  the
          expiry of the  relevant  period  and/or  the  fulfilment  of any other
          condition  (in each case as specified in clause  14.1),  constitute an
          Event of Default;

          "Derivatives  Contract"  means a contract,  agreement  or  transaction
          which is:

          (a)  a  rate  swap,   basis  swap,   commodity   swap,   forward  rate
               transaction,  commodity option, equity (or equity or other index)
               swap or  option,  bond  option,  interest  rate  option,  foreign
               exchange  transaction,  cap,  collar  or  floor,  currency  swap,
               currency option or any other similar transaction; and/or

                                        7
<PAGE>

          (b)  any combination of such transactions,

          in each case, whether on-exchange or otherwise;

          "Dollars"  and "$" mean the lawful  currency  of the United  States of
          America and in respect of all payments to be made under this Agreement
          in Dollars  mean funds  which are for same day  settlement  in the New
          York  Clearing  House  lnterbank  Payments  System (or such other U.S.
          dollar  funds  as  may at the  relevant  time  be  customary  for  the
          settlement of International  banking transactions  denominated in U.S.
          dollars);

          "Drawdown Date" means the date, being a Banking Day falling within the
          Availability  Period of the relevant Facility,  on which an Advance is
          or is to be drawn down;

          "Drawdown  Notice" means a notice in the form or  substantially in the
          form of part A of Schedule 3, duly completed  with  particulars of the
          relevant Advance;

          "Encumbrance" means any mortgage,  charge (whether fixed or floating),
          pledge,  lien,  hypothecation,  assignment  by way of security,  trust
          arrangement  for the purpose of providing  security or other  security
          interest  of any kind  securing  any  obligation  of any person or any
          other  arrangement  having the effect of conferring  rights of set-off
          and includes any agreement to create any of the foregoing;

          "Environment"  means  all,  or any  of,  the air  (including,  without
          limitation,  the air within buildings and the air within other natural
          or  man-made  structures  above or below  ground),  water  (including,
          without  limitation,  ground and surface  water) and land  (including,
          without limitation, buildings, surface and sub-surface soil);

          "Environmental Claim" means any claim by any person:

          (a)  in respect of any loss or liability  suffered or incurred by that
               person  as a result of or in  connection  with any  violation  of
               Environmental Law; or

          (b)  that arises as a result of or in  connection  with  Environmental
               Contamination  and that  could give rise to any remedy or penalty
               (whether  interim or final)  that may be  enforced or assessed by
               private  or  public  legal  action  or  administrative  order  or
               proceedings;

          "Environmental  Contamination"  means each of the  following and their
          consequences:

          (a)  any  release,  discharge,  emission,  leakage or  spillage of any
               Dangerous  Substance at or from any site owned,  occupied or used
               by any member of the Group into any part of the Environment; or

          (b)  any accident,  fire, explosion or sudden event at any site owned,
               occupied  or used by any member of the Group which is directly or
               indirectly caused by or attributable to any Dangerous  Substance;
               or

          (c)  any other pollution of the Environment at or from any site owned,
               occupied or used by any member of the Group;

          "Environmental  Law" means all laws  (including,  without  limitation,
          common law), regulations,  directives,  codes of practice,  circulars,
          guidance  notices  and the like having  legal  effect  concerning  the
          protection of human health,  the  Environment,  the  conditions of the
          work place or the generation,  transportation,  storage,  treatment or
          disposal of Dangerous Substances and in the case of codes of practice,
          circulars,  guidance  notices and the like with which it is  customary
          for  persons  carrying  on a similar  business  to the Group to comply
          with;

          "Environmental  Licence"  means  any  authorisation  required  by  any
          Environmental Law;

          "equity  share  capital" has the meaning given to it in Section 744 of
          the Companies Act 1985;

                                        8
<PAGE>

          "ERISA" means the Employee  Retirement  Income Security Act of 1974 of
          the United  States of America,  as amended from time to time,  and the
          regulations promulgated and rulings issued thereunder;

          "ERISA Affiliate" means any corporation or trade or business which for
          purposes of Title IV of ERISA is a member of the same controlled group
          as any member of the Group, or is under common control with any member
          of the Group,  within the meaning of Section 414(b) or (c) of the Code
          and the regulations promulgated and rulings issued thereunder;

          "ERISA Event" means (i)(A) any reportable event, as defined in Section
          4043(c) of ERISA and the regulations issued  thereunder,  with respect
          to a  Plan,  as to  which  PBGC  has  not  by  regulation  waived  the
          requirement  of Section  4043(a) of ERISA that it be  notified  within
          thirty days of the  occurrence of such event  (provided that a failure
          to meet the  minimum  funding  standard  of Section 412 of the Code or
          Section 302 of ERISA shall be a  reportable  event for the purposes of
          this paragraph regardless of the issuance of any waivers in accordance
          with  Section  412(d)  of  the  Code);  or  (B)  the  requirements  of
          subsection  (1) of Section  4001(a)(13)  of ERISA  (without  regard to
          subsection (2) of such Section) are met with respect to a contributing
          sponsor,  as defined in Section 4001(aXl3) of ERISA, of a Plan, and an
          event described in paragraph (9), (10),  (11), (12) or (13) of Section
          4043(c) of ERISA is reasonably  expected to occur with respect to such
          Plan  within  the  following  30 days;  (ii) the filing of a notice of
          intent to terminate  any plan under  Section  4041(a)(2) of ERISA in a
          distress  termination  under  Section  4041(c)  of  ERISA;  (iii)  the
          institution by PBGC of proceedings under Section 4042 of ERISA for the
          termination  of, or the  appointment of a trustee to  administer,  any
          Plan;  and (iv) an engagement in a non-exempt  prohibited  transaction
          within the meaning of Section 4975 of the Code or Section 406 of ERISA
          with  respect  to any plan,  which upon the  occurrence  of any of the
          events  described in paragraphs  (i) to (iv)  (inclusive)  above would
          reasonably be expected to result in a material liability of any member
          of the Group or any ERISA Affiliate;

          "EURIBOR" means in relation to a particular period:

          (a)  the percentage  rate per annum which is sponsored by the European
               Banking  Federation  and which  appears on Telerate  page 248 (or
               such other page as may replace such page 248 on such system or on
               any other  system of the  information  vendor  for the time being
               designated  by the  Federation  de  l'Union  Europeene  to be the
               official  collector,  calculator  and  distributor  of  the  Euro
               Interbank Offered Rate); or

          (b)  if no such rate appears on that Telerate  Screen,  the arithmetic
               mean (founded  upward,  if necessary,  to five decimal places) of
               the rates as supplied to the Agent at its request,  quoted by the
               EURIBOR  Reference Banks to leading banks in the interbank market
               for euro of any participating member state(s),

          at or about 11:00 am Central  European Time on the  Quotation  Date of
          such  period  for the  offering  of  deposits  in  euro  in an  amount
          approximately  equal to the amount in relation to which  EURIBOR is to
          be determined for a period equivalent to such period;

          "EURIBOR  Reference  Banks" means the principal London offices of HSBC
          Bank plc and The Bank of New York and/or any other Banks  appointed as
          such  pursuant  to clause  19.15 and their  respective  successors  in
          title;

          "euro" means the single currency of Participating Member States of the
          European   Union;

          "Euro-Zone" means each country which is a Participating Member State;

          "Event of Default" means any of the events or circumstances  described
          in clause 14.1;

          "Expiry Date" means, in relation to a Swingline Letter of Credit,  the
          date expressed by the terms of such  Swingline  Letter of Credit to be
          the date upon which such Swingline Letter of Credit expires;

                                        9
<PAGE>

          "External  Refinancing"  means the  borrowing  or raising of  Borrowed
          Money (including,  without limitation,  any public or private issue of
          debt  securities) by any member of the Group with a view,  inter alia,
          to  the  repayment  and  cancellation  of  any  amount  of  any of the
          Facilities;

          "Facilities"  means  the  Revolving  Credit  Facility,  the  Swingline
          Facility  and the  Overdraft  Facility  and (as the context  requires)
          "Facility" means any of them;

          "Facilities   Group"  means  Facilities   Group  Limited,   a  company
          incorporated in England and Wales with registered no. 00294029;

          "Facilities  Group Joint  Venture  Agreement"  means the Joint Venture
          Agreement dated 11 December 1997 between the Parent and Publicis Group
          S.A. relating to Facilities Group;

          "Federal Funds Rate" means,  in relation to a Swingline  Advance and a
          day in a Swingline  Term relating  thereto or in relation to an unpaid
          sum in  respect  of a  Swingline  Advance  and a day on which  any sum
          remains outstanding,  the rate per annum equal to the weighted average
          of the rates on overnight  Federal funds  transactions with members of
          the United States  Federal  Reserve  System  arranged by Federal funds
          brokers, as published for that day (or if such a day is not a New York
          Banking Day, for the  immediately  preceding  New York Banking Day) by
          the  Federal  Reserve  Bank of New York  or,  if such a rate is not so
          published  for any day which is a New York Banking Day, the average of
          the  quotations  for that day for such  transactions  received  by the
          Swingline Bank from three Federal funds brokers of recognised standing
          selected by the Swingline Bank in consultation with the Borrowers;

          "Finance  Documents"  means the Bank Finance  Documents  and the Notes
          Finance Documents;

          "Finance  Lease" means a lease treated as a finance lease  pursuant to
          the Appropriate Accounting Principles (including SSAP 21);

          "Finance  Parties" means the Bank Finance Parties and the Noteholders;

          "Financial Covenants" means the financial undertakings in clause 13.1;

          "Financial  Covenants  test  date"  means  any  date  upon  which  the
          Financial Covenants are, or are to be tested, pursuant to clause 13;

          "Financial  Definitions"  means the  definitions  of  Borrowed  Money,
          Capital  Expenditure,  Capitalised  Lease  Obligations,   Consolidated
          EBITDA,  Consolidated  Gross Borrowings,  Consolidated  Gross Interest
          Expenditure,  Consolidated Net Interest Expenditure,  Consolidated Net
          Worth, Finance Leases, Property Payments and Taxes;

          "Financial  Model" means the agreed form financial model for the Group
          prepared  by the  Parent  to be used by the  Finance  Parties  for the
          purposes of the Restructuring;

          "Financial  Year" means each fiscal period for the Group  beginning on
          1st January and ending on 31 December in that year;

          "Flotation"  means the  inclusion of any part of the share  capital of
          any member of the Group  (other  than the Parent) or Zenith (or any of
          its  Subsidiaries) in the Official List of the UK Listing Authority or
          the  grant  of  permission  to  deal in the  same  in the  Alternative
          Investment  Market or the European  Association  of Dealers  Automated
          Quotation or on any other recognised investment exchange (as that term
          is used in the  Financial  Services  Act  1986) or in or on any  other
          exchange  or  recognised  market  replacing  any of the same or on any
          other exchange or recognised market in any country;

          "Funders" means the Banks, the Swingline Bank and the Overdraft Bank;

                                       10
<PAGE>

          "Funding Cost" means (i) in respect of Revolving Credit Advances made,
          or to be made, in euro, EURIBOR or (ii) in respect of Revolving Credit
          Advances  made,  or to be made,  in Sterling or any Optional  Currency
          (other than euro), LIBOR;

          "Group"  means the Parent and its  Subsidiaries  from time to time and
          "member of the Group" means any one of them;

          "Group Structure  Charts" means the charts,  in the agreed form, which
          set out the structure of the Group;

          "Guarantee" means an Original Guarantee,  a New Guarantee or any other
          guarantee which may be entered into from time to time in favour of the
          Common Security  Trustee in the agreed form or in a form acceptable to
          the Agent (acting reasonably) including those guarantees to be entered
          into  under  clause  12.1.19  (and  "Guarantees"  shall  be  construed
          accordingly);

          "Guarantor   Group"  means  those  members  of  the  Group  which  are
          Guarantors and "member of the Guarantor Group" means any of them;

          "Guarantors" means the (a) Original Guarantors, (b) the New Guarantors
          and (c) any  other  member  of the  Group  which may from time to time
          enter into a Guarantee  but only if (i) it has issued a  guarantee  in
          respect of the amounts from time to time  expressed to be  outstanding
          under the Finance  Documents and, if it is  incorporated  or formed in
          England and Wales,  it has given a fixed and floating  charge over all
          or substantially all of its assets and  undertakings,  in each case in
          accordance  with this  Agreement  and the  principles  in the Security
          Memorandum, and (ii) an Encumbrance over the shares or other ownership
          interests  in such  person  has been  granted  in favour of the Common
          Security  Trustee for the benefit of the Finance Parties in accordance
          with this Agreement and the Security Memorandum;

          "Hedging  Strategy"  means the strategy for interest  rate  protection
          arrangements and foreign exchange  protection  arrangements set out in
          the Hedging Strategy Letter;

          "Hedging  Strategy  Letter"  means the  letter  from the Parent to the
          Agent relating to hedging dated 14 February 2001;

          "Holding  Company" means, in relation to a person,  an entity of which
          that person is a Subsidiary;

          "Indebtedness"  means any  obligation  for the payment or repayment of
          money,  whether  as  principal  or as surety  and  whether  present or
          future, actual or contingent;

          "Index of Management  Discussion  and Analysis"  means the agreed form
          index setting out the type of discussion and analysis of the financial
          statements that will be provided with the Monthly Management  Accounts
          and Quarterly Management Accounts;

          "Information  Disclosure  for  Lenders"  means  the  bundle  of papers
          entitled the lnformation Disclosure for Lenders dated 14 December 2001
          distributed  on behalf of the Parent to the Banks in  relation  to the
          Restructuring;

          "Information   Memorandum"  means  each  version  of  the  Information
          Memorandum  distributed  by the Arrangers at the request of the Parent
          in connection with this Agreement;

          "Information  Package" means the  Information  Disclosure for Lenders,
          the  Accountant's  Report,  the Financial  Model,  the Group Structure
          Charts,  the  Guarantor  Group  Revenue  & EBITDA  Analysis  (as at 31
          January 2002) dated 1 February 2002, the Earnout Projections - 2002 to
          2004 (as at 31 December  2001)  dated 4 February  2002,  the  Customer
          Memorandum  dated 31 January 2002 and the  presentation  documentation
          provided  by the  Parent  with its  presentation  on or about 19 March
          2002;

          "Intellectual  Property Rights" means any patent,  trade mark, service
          mark,  registered design, trade name or copyright required to carry on
          the business of any member of the Group;

                                       11
<PAGE>

          "Intercreditor  Agreement" means the  intercreditor  agreement entered
          into on or about the date of the  Restructuring  Deed  between,  among
          others, the Obligors and the Finance Parties;

          "L/C Application"  means a request from the Swingline Borrower to open
          a  Swingline  Letter  of  Credit,  such  notice  to be in the  form or
          substantially in the form of part B of Schedule 3;

          "L/C Issue  Date" means the date,  being a Banking Day falling  within
          the Availability Period, when a Swingline Letter of Credit is or is to
          be issued;

          "LIBOR"  means,  in  relation  to a  particular  period,  the rate for
          deposits of the  relevant  currency  for a period  equivalent  to such
          period at or about 11 a.m.  (London  time) on the  Quotation  Date for
          such period as  displayed  on Telerate  page 3750 (or, as the case may
          be, 3740) (British Banker's Association Interest Settlement Rates) (or
          such other page as may replace such page 3750 (or, as the case may be,
          3740) on such system or on any other system of the information  vendor
          for the time being designated by the British  Bankers'  Association to
          calculate  the BBA  Interest  Settlement  Rate (as  defined in British
          Bankers'  Association's  Recommended  Terms and  Conditions  ("BBAIRS"
          terms) dated  August,  1985)),  provided  that if on such date no such
          rate is so  displayed,  LIBOR for such period shall be the  arithmetic
          mean (rounded upward if necessary to five decimal places) of the rates
          as supplied to the Agent at its request quoted by the Reference  Banks
          to leading  banks in the London  Interbank  Market for deposits of the
          relevant  currency in an amount  approximately  equal to the amount in
          relation to which LIBOR is to be determined for a period equivalent to
          such period at or about 11 a.m. on the Quotation Date for such period;

          "LIBOR  Reference  Banks" means the principal  London  offices of HSBC
          Bank plc and The Bank of New York and/or any other Banks  appointed as
          such  pursuant  to clause  19.15 and their  respective  successors  in
          title;

          "Lighthouse"   means   Lighthouse   Global  Network  Inc.,  a  company
          incorporated under the laws of the State of Delaware;

          "Lighthouse  Acquisition"  means  the  acquisition  by the  Parent  of
          Lighthouse by means of a merger involving a  share-for-share  exchange
          upon substantially the terms described in the Press Announcement;

          "Majority  Banks" means, at any relevant time, Banks (a) the aggregate
          of whose  Contributions  in respect of the Revolving  Credit  Facility
          exceeds 66 2/3 per cent of the Revolving Credit Advances or (b) (if no
          Revolving  Credit Advances are  outstanding  under this Agreement) the
          aggregate  of whose  Commitments  exceeds 66 2/3 per cent of the Total
          Commitments  (or, if the Total  Commitments have been reduced to zero,
          66 2/3 per cent. of the Total  Commitments  immediately  prior to such
          reduction);

          "Margin" means 3.25% per annum;

          "Material  Adverse  Effect" is a  reference  to any  effect,  event or
          circumstance (on its own or in combination  with other effect,  events
          or circumstances):

          (a)  which is, or is reasonably  likely to be,  materially  adverse to
               (i) the ability of any Obligor to perform any of its  obligations
               under any of the Bank  Finance  Documents  or (ii) the  business,
               assets or financial condition of the Group taken as a whole; or

          (b)  which  results in, or is  reasonably  likely to result in, any of
               the Bank Finance Documents not being legal, valid and binding on,
               and,  enforceable  substantially  in accordance  with their terms
               against, any party thereto;

          "Material  Subsidiary" means any member of the Group which is party to
          any Bank  Finance  Documents or is a party to the Amended and Restated
          Note Purchase Agreement or a "Subsidiary Guarantor" (as defined in the
          Amended and Restated Note Purchase  Agreement) or any other Subsidiary
          of the Parent:

                                       12
<PAGE>

          (a)  whose EBITDA, together with that of its Subsidiaries, is equal to
               or exceeds 3 per cent.  of the  Consolidated  EBITDA of the Group
               (where EBITDA shall be construed appropriately in respect of such
               member of the Group (and its  Subsidiaries)  by  reference to the
               definition of Consolidated EBITDA); or

          (b)  whose gross revenues, together with those of its Subsidiaries, is
               equal  to or  exceeds  3 per  cent.  of  the  consolidated  gross
               revenues of the Group; or

          (c)  to which has been  transferred  (whether by one  transaction or a
               series of transactions,  related or not) all or substantially all
               of the assets of another  member of the Group which,  immediately
               prior  to that  transaction  or any of the  transactions  in that
               series, was a Material  Subsidiary as determined under paragraphs
               (a) or (b) above; or

          (d)  which is a holding  company of a Material  Subsidiary  determined
               under paragraphs (a) to (c) above,

          as  determined  by reference to the then latest  Quarterly  Management
          Accounts   delivered  under  clause  12.1.6(b),   the  latest  Audited
          Financial  Statements  delivered under clause 12.1.6(a) and such other
          financial statements of the relevant members of the Group (prepared on
          the same basis as the  financial  statements  delivered in  accordance
          with  clause  12.1.6 in respect of the same period to which such other
          financial  statements  relate)  as  are  necessary  for  the  relevant
          Compliance  Certificate  or Auditors'  Report to be duly completed and
          delivered in accordance with clauses 12.1.6(d) and 12.1.6(e), provided
          that (i) in the case of a member of the Group  acquired  after the end
          of the period to which the then  latest  financial  statements  of the
          Group delivered under clause 12.1.6(a) or (b) relate, the reference to
          such  then  latest   financial   statements   shall  (until  financial
          statements  have been  delivered  under such clauses for the period in
          which  such  acquisition  is made) be  deemed to be a  reference  to a
          consolidation   (in  accordance   with  the   Appropriate   Accounting
          Principles)  of such then latest  financial  statements and the latest
          financial  statements  of such  acquired  member of the Group for such
          period and (ii) a report of the Auditors to the Bank  Finance  Parties
          that a Subsidiary of the Parent is or is not a Material Subsidiary (in
          accordance  with  this  definition)  when  delivered  (as  part of the
          Auditors'  Report or otherwise) shall be conclusive and binding on the
          parties hereto;

          "month" or "months" means a period beginning in one calendar month and
          ending in the relevant  later  calendar  month on the day  numerically
          corresponding  to the day of the  calendar  month in which it started,
          provided  that (i) if the period  started on the last Banking Day in a
          calendar month or if there is no such numerically  corresponding  day,
          it shall end on the last Banking Day in such later  calendar month and
          (ii) if such numerically  corresponding  day is not a Banking Day, the
          period  shall  end on the next  following  Banking  Day in such  later
          calendar month but if there is no such Banking Day it shall end on the
          preceding Banking Day and "monthly" shall be construed accordingly;

          "Monthly Management Accounts" means the monthly management accounts of
          the Group  delivered  or to be  delivered,  to the Agent  pursuant  to
          clause 12.1.6(c);

          "M.O.U."  means  the  Memorandum  of  Understanding   between  Hyundai
          Merchant  Marine Co. Limited and Mr. Mong Hun Chang,  as sellers,  and
          the Parent relating to the D Acquisition;

          "Multiemployer  Plan"  shall  have  the  meaning  set  out in  section
          4001(a)(3) of ERISA;

          "Net Derivatives  Liability" means, at any time, the net liability (if
          any) at such  time of the  members  of the  Group  taken as a whole in
          respect  of  Derivatives  Contracts  determined  by  reference  to the
          amounts  (as  determined  by the  Agent)  which  would be  payable  or
          receivable  by the members of the Group  pursuant to the terms of such
          Derivatives Contracts if such Derivatives Contracts were terminated at
          such time;

                                       13
<PAGE>

          "Net Proceeds"  means,  in respect of a disposal of an asset or any of
          the matters  referred to in clause 8.6.3,  the full amount of proceeds
          received  by a  member  of the  Group  in  respect  thereof  less  the
          reasonable  costs  incurred  by the  relevant  member  of the Group in
          relation thereto for which purpose (a) such proceeds shall be taken to
          include,  in addition to  consideration  directly  attributable to the
          disposal of such asset or such matter, any amount owing to and set-off
          by the relevant  purchaser  or other  relevant  third  party,  (b) any
          proceeds  received  otherwise  than in cash  will  be  treated  as Net
          Proceeds  only  upon the  subsequent  realisation  of cash  from  such
          proceeds  and  (c)  "reasonable  costs  of  disposal  incurred  by the
          relevant member of the Group" includes  reasonable legal fees, agents'
          commissions,  auditors'  fees,  registration  fees and  Taxes  paid or
          properly  provided for in accordance with the  Appropriate  Accounting
          Principles  (where  such Tax is likely to become  payable  within  the
          following 18 months),  or, in the case of any of the matters  referred
          to in clause  8.6.3(a) or (d) only,  where the Parent  demonstrates to
          the  reasonable  satisfaction  of the Agent that such Tax will  become
          payable after such period;

          "New Guarantees" means the various  guarantees entered into by members
          of the Group in satisfaction of the relevant  conditions  precedent to
          the Restructuring Deed;

          "New  Guarantors"  means those  members of the Group who have  entered
          into New Guarantees;

          "New York Banking Day" means a day (other than  Saturday or Sunday) on
          which banks are open for business in New York City;

          "Non-Guarantor  Group" means those  members of the Group which are not
          members of the Guarantor Group and "member of the Non-Guarantor Group"
          means any one of them;

          "Noteholders"  means, at any time, the persons entitled to the benefit
          of the Notes;

          "Notes"  means the 7.61%  Guarantee  Senior Notes due 2011 issued from
          time to time  pursuant to the terms of the Amended and  Restated  Note
          Purchase Agreement;

          "Notes Finance  Documents"  means the Notes,  the Amended and Restated
          Note  Purchase  Agreement,  the Parent  Guarantee  (as  defined in the
          Amended  and  Restated  Note  Purchase   Agreement),   the  Subsidiary
          Guarantees  (as  defined in the  Amended and  Restated  Note  Purchase
          Agreement)  and the Security  Documents to the extent that they secure
          the  obligations  owing to the  Noteholders  under  the  Note  Finance
          Documents;

          "Obligors"  means the  Borrowers,  the  Guarantors and any other party
          (other than any Bank  Finance  Party or any of the  Noteholders)  to a
          Bank Finance Document and "Obligor" means any one of them;

          "Optional Currency" means any currency,  other than Sterling, which is
          freely transferable,  freely convertible into Sterling and dealt in on
          the London Interbank Market or the London foreign exchange market;

          "Original Borrowers" means those companies listed as such in part A of
          Schedule 1;

          "Original  Guarantees"  means  the  guarantees  entered  into  by  the
          Original  Guarantors  prior to the date of the  Restructuring  Deed in
          respect of the amounts from time to time  expressed to be  outstanding
          under this Agreement;

          "Original  Guarantors"  means those companies listed as such in part B
          of Schedule 1;

          "Original Overdraft Borrowers" means those companies listed as such in
          part C of Schedule 1;

          "Outstanding  L/C Liability"  means, in relation to a Swingline Letter
          of Credit  issued or to be issued at any time,  the maximum  aggregate
          amount of the  liability of the  Swingline  Bank under such  Swingline
          Letter of Credit at such time;

                                       14
<PAGE>

          "Overdraft Bank" means HSBC Bank plc of 27-32 Poultry, London EC2P 2BX
          and its successors in title;

          "Overdraft Borrower Accession  Agreement" means an accession agreement
          in the form of part B of Schedule 8;

          "Overdraft  Borrowers" means the Original Overdraft  Borrowers and the
          Additional Overdraft Borrowers;

          "Overdraft   Facility"   means  an   overdraft   facility   of  up  to
          (pound)6,000,000  made  available  to the  Overdraft  Borrowers by the
          Overdraft Bank pursuant to clause 2.1.3;

          "Overdraft  Facility  Amount" means, at any  time,(pound)6,000,000  as
          reduced by any relevant provision of this Agreement;

          "Parent"  means  Cordiant  Communications  Group plc  (Company  number
          1320869),  whose registered office is at 121-141  Westbourne  Terrace,
          London W2 6JR;

          "Participating  Member  State"  means a member  state of the  European
          Union that has  adopted or adopts the single  currency  in  accordance
          with the Treaty;

          "PBGC" means the Pension  Benefit  Guaranty  Corporation or any entity
          succeeding to all or any of its functions under ERISA;

          "Permitted  Acquisitions" means those acquisitions set out in Schedule
          12;

          "Permitted Encumbrances" means:

          (a)  any Encumbrance created pursuant to the terms of the Bank Finance
               Documents;

          (b)  any right of set-off  arising by operation of law in the ordinary
               course of trading;

          (c)  any  Encumbrance  created  in favour of a bank over the  relevant
               bank  accounts in connection  with any bona fide cash  management
               and/or  netting  arrangements  for the Group,  provided that such
               Encumbrance  is granted in  accordance  with  clauses  12.2.6(b),
               12.1.23, 12.2.2 and 12.2.16;

          (d)  any lien arising with respect to Taxes of the Group;

          (e)  any  Encumbrance  which the Agent (acting on the  instructions of
               the Majority  Banks) has at any time in writing agreed shall be a
               Permitted Encumbrance;

          (f)  the  Encumbrances  listed in  Schedule 7 securing  the amount set
               opposite  the  relevant  Encumbrance  in  Schedule  7 but not any
               increase in such amount;

          (g)  any Encumbrance given by a member of the Group in connection with
               bona fide arrangements for the maintenance of media accreditation
               of any  member of the Group  provided  that such  members  of the
               Group  purchase  media  (and  give  such  Encumbrances)  only  in
               accordance with normal industry practice;

          (h)  any  Encumbrance  on  assets  acquired  after  the  date  of this
               Agreement  or on assets of a company  which  becomes a Subsidiary
               after  the date of this  Agreement  (which  Encumbrances  were in
               existence at the date of acquisition  or such company  becoming a
               Subsidiary, but were not created in contemplation thereof) but in
               each case only if the maximum amount thereby  permitted from time
               to time to be secured  has not been  increased  on account of, or
               since the date of, the  acquisition  of such asset or the date on
               which such  company  becomes a Subsidiary  and provided  that the
               same is  discharged  in full  within  30 days of the  date of the
               relevant acquisition or such company becoming a Subsidiary;

                                       15
<PAGE>

          (i)  any  Encumbrance (a "New  Encumbrance")  created by any member of
               the Group in  substitution  for any  Encumbrance  referred  to in
               paragraph (f) above (an "Existing  Encumbrance")  granted by such
               member of the Group  provided that (i) such Existing  Encumbrance
               is irrevocably and  unconditionally  discharged no later than the
               time of creation of the New Encumbrance, (ii) the New Encumbrance
               relates only to the same assets as the Existing  Encumbrance  and
               (iii) the  Indebtedness  secured by the New Encumbrance  does not
               exceed the Indebtedness secured by the Existing Encumbrance;

          (j)  any  Encumbrance  created in favour of a plaintiff or a defendant
               in any action,  or the court or tribunal before which such action
               is brought,  as security for costs for expenses  where any member
               of the Group is  prosecuting or defending such action in the bona
               fide interest of such member and/or any other member of the Group
               provided   that  the  total   amount   secured  does  not  exceed
               (pound)500,000;

          (k)  the trust established in accordance with the terms of the letters
               dated 21st August 1997 to beneficiaries of the support  agreement
               dated 1st October  1987 and made between the Parent and Ted Bates
               Worldwide Inc.;

          (l)  liens  arising by  operation  of law or by way of contract in the
               ordinary  course of  business  to the extent  that the same would
               otherwise  arise  by  operation  of law and are not  incurred  in
               connection with the raising of finance;

          (m)  any  Encumbrance  constituted by a Finance Lease  permitted under
               clause 12.2.2;

          (n)  any  pledge  of  documents  of  title  relevant  to the  asset as
               security for the  liabilities of a member of the Group in respect
               of a documentary credit facility taken out in the ordinary course
               of business;

          (o)  any  retention  of title to goods  supplied  to any member of the
               Group where that  retention  is  required by the  supplier in the
               ordinary course of its trading activities and on customary terms;

          (p)  any  Encumbrance  granted  by a member of the Group over any rent
               deposits  as  security  for  rental  payments  to be made by such
               member of the Group  under or  pursuant  to any lease of premises
               used for its business; and

          (q)  any  Encumbrance not otherwise  permitted  pursuant to paragraphs
               (a)  to  (p)  above  (inclusive)  and  securing  Indebtedness  in
               aggregate not exceeding(pound)2,000,000;

          "Permitted Guarantees" means:

          (a)  any guarantee  created  pursuant to the terms of the Bank Finance
               Documents;

          (b)  any guarantee which the Agent (acting on the  instructions of the
               Majority  Banks)  has at any time in  writing  agreed  shall be a
               Permitted Guarantee;

          (c)  any guarantee  given by a member of the Group of the  obligations
               of any member of the Guarantor  Group,  any guarantee  given by a
               member of the  Non-Guarantor  Group of the obligations of another
               member of the  Non-Guarantor  Group and any  guarantee  permitted
               under clause 12.2.6(b);

          (d)  any guarantee given by any member of the Group listed in Schedule
               9 guaranteeing the amount set opposite the relevant  guarantee in
               Schedule 9 but not any increase in such amount;

                                       16
<PAGE>

          (e)  any guarantee given by a company which becomes a Subsidiary after
               the date of this Agreement  (which  guarantee was in existence at
               the date such company becomes a Subsidiary and was not created in
               contemplation  thereof) but only if the maximum amount guaranteed
               has not been  increased  on account of or since the date on which
               such company  becomes a Subsidiary  and provided that the same is
               discharged  within 30 days of the  relevant  company  becoming  a
               Subsidiary;

          (f)  any guarantee given by a company in the Group in favour of a bank
               in connection with any bona fide cash  management  and/or netting
               arrangements  for the  Group,  provided  that such  guarantee  is
               granted in accordance with clauses 12.2.6(b), 12.1.23, 12.2.2 and
               12.2.16;

          (g)  any guarantee  given by a member of the Group in connection  with
               bona fide arrangements for the maintenance of media accreditation
               of any  member of the Group  provided  that such  members  of the
               Group  purchase  media  (and  give  such   guarantees)   only  in
               accordance with normal industry practice;

          (h)  any indemnity  given by a member of the Group  required by a bank
               as  part of its  normal  terms  and  conditions  for  transacting
               business  indemnifying  such bank against costs and losses it may
               sustain as a  consequence  of  accepting  telephone  or facsimile
               instructions from such member of the Group;

          (i)  any  counter  indemnity  given  by any  member  of the  Group  in
               connection with a Bid Bond; and

          (j)  any guarantee in addition to that  permitted by paragraphs (a) to
               (i) that is permitted pursuant to clause 12.2.2(l);

          "Plan"  means an employee  pension  benefit plan as defined in section
          3(2) of ERISA  established or maintained by any member of the Group or
          any ERISA  Affiliate  or with respect to which any member of the Group
          has any liability  (including any  contingent,  potential or secondary
          liability  under Title IV of ERISA or otherwise)  and which is covered
          by Title IV of ERISA other than a Muliemployer Plan;

          "Press  Announcement"  means a press  announcement  in the agreed form
          relating to the Lighthouse Acquisition;

          "Property  Payments"  means the  aggregate  amount of (i) the payments
          made by any member of the Group pursuant to leases of unoccupied  land
          or  buildings  of which such  member of the Group is a lessor and (ii)
          the amount by which  payments  under a lease of land or  buildings  of
          which a member of the Group is a lessee  exceeds  the amount of rental
          received  by such  member  of the  Group in  respect  of such  land or
          buildings from any other person;

          "Qualifying  Bank" means a person which on any date on which  interest
          is  payable  under  this  Facility  is  beneficially  entitled  to the
          interest payable to it under this Facility and is;

          (a)  in  relation  to any  advance to a person  resident in the United
               Kingdom, a UK Lender or a Treaty Lender; or

          (b)  in  relation  to any  advance to a person  resident in the United
               States, a US Lender or a Treaty Lender; or

          (c)  in relation to an advance to any other person, any person;

          "Quarter"  means,  in  respect  of each  Financial  Year,  each of the
          periods (each comprising three successive  accounting  periods) ending
          on or about 31 March,  30 June,  30 September  and 31 December in such
          Financial Year;

                                       17
<PAGE>

          "Quarterly   Management   Accounts"  means  the  quarterly  management
          accounts  of  the  Group  delivered,  or as the  case  may  be,  to be
          delivered to the Agent  pursuant to clause  12.1.6(b)  and the related
          reconciliation  (if any)  delivered  pursuant  to  clause  12.2.14  in
          respect of such financial statements;

          "Quotation  Date"  means,  in relation  to a Revolving  Credit Term or
          other period for which LIBOR or EURIBOR is to be determined,  the date
          on which  quotations are customarily  provided by leading banks in the
          London  lnterbank  Market for  deposits in the  relevant  currency for
          delivery  on the  first  day of that  Revolving  Credit  Term or other
          period  provided  that,  if  for  any  such  period  quotations  would
          customarily  be given on more than one date,  the  Quotation  Date for
          such period shall be the last of those dates;

          "Reference  Banks" means the EURIBOR  Reference Banks and/or the LIBOR
          Reference Banks as the context may require;

          "Regulation D Costs"  means,  in relation to its  participation  in an
          Advance  made to a US Borrower (or  deposits  maintained  by a Bank to
          fund that  participation),  the amount (if any) certified by a Bank to
          be the  cost to it of  complying  with  Regulation  D of the  Board of
          Governors of the Federal  Reserve  System,  or any  successor  (or any
          similar reserve  requirements in respect of its participation or those
          deposits);

          "Repayment Date" means, in relation to an Advance, the last day of its
          Term;

          "Responsible Officer" means any Senior Financial Officer and any other
          officer of a Borrower with  responsibility  for the  administration of
          the relevant portion of this Agreement;

          "Restructuring"  means the  amendment of the terms and  conditions  of
          this  Agreement and the Notes pursuant to the  Restructuring  Deed and
          the Amended and Restated Note Purchase Agreement;

          "Restructuring  Date" has the meaning given to it in the Restructuring
          Deed;

          "Restructuring  Deed" means the restructuring deed dated 19 April 2002
          made between the Parent, the Borrowers,  the Original Guarantors,  the
          Arrangers,  the Banks,  the Agent,  the Security  Trustee,  the Common
          Security  Trustee,  the Swingline Bank and the Overdraft Bank pursuant
          to which this Agreement was amended and restated;

          "Revolving  Credit  Advance"  means (i) each borrowing of a portion of
          the Commitments  under the Revolving  Credit Facility by a Borrower or
          (ii)  (as the  context  may  require)  the  principal  amount  of such
          borrowing for the time being outstanding;

          "Revolving  Credit  Facility"  means  the  revolving  credit  facility
          granted by the Banks in accordance with clause 2.1.1;

          "Revolving Credit Facility Amount" means (pound)155,871,146.52 reduced
          by (i) the  Swingline  Minimum,  (ii) the  Revolving  Credit  Facility
          Decrease,  (iii) the Overdraft  Facility Amount, as further reduced by
          any relevant provision of this Agreement;

          "Revolving Credit Facility  Availability Period" means the period from
          the date of this  Agreement  and ending on 8 November  2004 or on such
          earlier date (if any) on which the Swingline  Facility,  the Overdraft
          Facility,  and the Total  Commitments are all reduced to zero under or
          pursuant to this Agreement;

          "Revolving  Credit  Facility  Decrease"  means the amount by which the
          total of the Sterling Amount of all Swingline Advances  outstanding or
          to be made on a particular  day together  with the Sterling  Amount of
          the Outstanding  L/C Liability in respect of all Swingline  Letters of
          Credit  outstanding  or to be issued on a  particular  day exceeds the
          Swingline Minimum;

                                       18
<PAGE>

          "Revolving  Credit Term" means,  in  relation  to a  Revolving  Credit
          Advance,  the period for which that Revolving Credit Advance is, or is
          to  be,  borrowed,  as  specified  in the  Drawdown  Notice  for  such
          Revolving Credit Advance;

          "Security Documents" means (a) the Guarantees,  (b) the Security Trust
          Deed, (c) the Common Security Trust Deed (and any accession  documents
          entered into in relation  thereto),  (d) the Existing Parent Guarantee
          (as defined in the Amended and Restated Note Purchase Agreement),  (e)
          the  Existing  Subsidiary  Guarantees  (as  defined in the Amended and
          Restated Note Purchase Agreement),  (f) the various security documents
          entered into by members of the Group in  satisfaction  of the relevant
          conditions   precedent  to  the  Restructuring  Deed,  (g)  any  other
          guarantee  or  Encumbrance  provided  from  time to time to  guarantee
          and/or to secure the  obligations  owing to the Finance  Parties under
          any  Finance  Document  (whether  or not also in  respect of any other
          Indebtedness),  (h) the  Intercreditor  Agreement  (and any  accession
          documents  entered into in relation  thereto) and (i) (in so far as it
          relates to the Security Trustee and the Common Security  Trustee) this
          Agreement;

          "Security  Memorandum" means the security principles memorandum in the
          agreed form  entered into on or about the  Restructuring  Date between
          the  Parent,  the  Agent,  the  Noteholders  and the  Common  Security
          Trustee;

          "Security  Trust Deed" means a security  trust deed in the agreed form
          originally  dated 30 August  2000  between the  Parent,  the  Original
          Borrowers,  the Original Overdraft Borrowers, the Original Guarantors,
          the Arrangers,  the Banks, the Swingline Bank, the Overdraft Bank, the
          Agent and the Security Trustee;

          "Security  Trustee" means HSBC  Investment Bank plc and its successors
          in title in its  capacity as security  trustee for the purposes of the
          Original  Guarantees  or such other person as is appointed as security
          trustee pursuant to the Security Trust Deed;

          "Senior  Financial   Officer"  means  the  chief  financial   officer,
          principal accounting officer, treasurer or controller of a Borrower;

          "Settlement  Amount" means the amount payable by the Swingline Bank to
          the beneficiary under a Swingline Letter of Credit;

          "Settlement  Date"  means  the  date on  which  payment  is due to the
          beneficiary in respect of a Swingline Letter of Credit;

          "Sterling" and "(pouind)"  mean the lawful currency for the time being
          of the United  Kingdom and in respect of all payments to be made under
          this  Agreement  in  Sterling  mean  immediately   available,   freely
          transferable cleared funds;

          "Sterling  Amount"  means (a) in relation to an Advance made, or to be
          made,  in Sterling,  the amount in Sterling so drawn down, or to be so
          drawn down, (b) in relation to a Revolving  Credit Advance to be drawn
          down in an  Optional  Currency,  the amount in  Sterling  which was or
          would be required to purchase the principal  amount of that Advance in
          the Optional Currency as determined in accordance with clause 4.2, (c)
          in relation to a Swingline Advance or a Swingline Letter of Credit the
          amount in Sterling  which was or would be  required  to  purchase  the
          principal amount of such Swingline Advance or, as the case may be, the
          stated maximum limit of the liability of the Swingline Bank under such
          Swingline  Letter  of  Credit,  at the spot rate of  exchange  for the
          purchase of Dollars  with  Sterling at or about the time of receipt by
          the Swingline Bank of the relevant Drawdown Notice or L/C Application,
          as  determined  by the  Swingline  Bank and the Agent,  and (d) at any
          relevant time, in relation to other  amounts,  such amount of Sterling
          or,  if such  amount  is  denominated  in an  Optional  Currency,  the
          equivalent  in Sterling at such time of such  amount,  in each case as
          reduced by any repayment or prepayment under this Agreement;

                                       19
<PAGE>

          "Subsidiary"  of a person  means any  company  or entity  directly  or
          indirectly  controlled by such person or any entity (whether or not so
          controlled)  treated as a subsidiary  in the  financial  statements of
          that  person  from time to time,  for which  purpose  `control"  means
          either  ownership of more than 50 per cent of the voting share capital
          (or  equivalent  right of  ownership) of such company or entity or the
          right to control its  policies and  management  whether by contract or
          otherwise (and "controlled"  shall be construed  accordingly) and, for
          the  purposes  of  clauses  11.1.9,  12.1 and  13.1  only  includes  a
          subsidiary  undertaking  within  the  meaning  of  section  258 of the
          Companies Act 1985;

          "Substitute" has the meaning given to it in clause 18.3;

          "Substitution  Certificate"  means a certificate  substantially in the
          terms of Schedule 6;

          "Swingline  Advance"  means (i) each  borrowing  of a  portion  of the
          Commitments under the Swingline  Facility by the Swingline Borrower or
          (ii)  (as the  context  may  require)  the  principal  amount  of such
          borrowing for the time being outstanding;

          "Swingline  Bank"  means  The Bank of New York and its  successors  in
          title c/o BNY Capital  Markets Inc.,  One Wall Street - 18 North,  New
          York, NY 10286;

          "Swingline Borrower" means Cordiant US Holdings Inc.;

          "Swingline  Facility" means a Dollar swingline  facility  (including a
          letter   of   credit   facility)   of  up   to   the   equivalent   of
          (pound)12,469,692  made  available  to the  Swingline  Borrower by the
          Swingline Bank pursuant to clause 2.1.2;

          "Swingline Facility Amount"  means(pound)12,469,692  as reduced by any
          relevant provision of this Agreement;

          "Swingline  Letter  of  Credit"  means  a  standby  letter  of  credit
          denominated  in  Dollars  and  issued  in a form  agreed  between  the
          Swingline Borrower and the Swingline Bank pursuant to clause 6.6;

          "Swingline  Letter  of  Credit  Commission"  means  the rate per annum
          calculated in accordance with clause 6.9;

          "Swingline Letter of Credit Facility Amount" means (pound)2,771,043 as
          reduced by any relevant provision of this Agreement;

          "Swingline Minimum"  means(pound)3,463,803  as reduced by any relevant
          term of this Agreement;

          "Swingline  Term" means,  in relation to any  Swingline  Advance,  the
          period for which that Swingline Advance is, or is to be, borrowed,  as
          specified in the Drawdown Notice for such Swingline Advance;

          "TARGET  Day"  means  a day  on  which  the  Trans-European  Automated
          Real-time  Gross  Settlement   Express  Transfer  system  (TARGET)  is
          operating;

          "Taxes"  includes  all  present  and future  taxes,  levies,  imposts,
          duties,  fees or charges of whatever  nature  together  with  interest
          thereon  and  penalties  in respect  thereof and  "Taxation"  shall be
          construed accordingly;

          "Term"  means a  Revolving  Credit Term or a  Swingline  Term,  as the
          context requires;

          "Termination Date" means the last day of the Revolving Credit Facility
          Availability Period;

          "Total  Commitments" means in respect of a Facility or (as the context
          requires)  the  Facilities  at any  relevant  time  the  total  of the
          Commitments of all the Banks in respect of such Facility or Facilities
          at such time;

                                       20
<PAGE>

          "Treaty" means the Treaty establishing the European Economic Community
          being the  Treaty of Rome of 25 March  1957 as  amended  by the Single
          European  Act 1986 and the  Maastricht  Treaty  (which was signed on 7
          February  1992 and came into  force on 1  November  1993) as  amended,
          varied or supplemented from time to time;

          "Treaty Lender" means a person which, by virtue of the provisions of a
          double  taxation  agreement  between  the  jurisdiction  in which  the
          Borrower is resident  and the country of  residence  of that person is
          subject  only  to a  prior  direction  given  to the  Borrower  by the
          appropriate  tax authority  pursuant to an application by that person,
          eligible  to have  payments  made  to it by the  Borrower  under  this
          Agreement  (i) in the case of a Bank  party to this  Agreement  on the
          date of this  Agreement,  without  any  deduction  or  withholding  in
          respect of Taxes,  or (ii) in the case of a  Substitute,  subject to a
          withholding  or  deduction in respect of Taxes to an extent no greater
          than that which  applied at the time of  substitution  to the Existing
          Bank  from  which  the  Substitute   acquired  its  Commitment  and/or
          Contribution;

          "UK  Borrower"  means a Borrower  which is a company which is resident
          for Taxation purposes in the United Kingdom;

          "UK Lender" means

          (a)  a company which is resident in the UK for tax purposes; or

          (b)  a partnership each of whose members is a company so resident; or

          (c)  a company which is not resident in the UK for tax  purposes,  but
               which carries on a trade in the UK through a branch or agency and
               is subject to  corporation  tax on interest paid to it under this
               Agreement under section 11(2) of the Income and Corporation Taxes
               Act 1988;

          "UK Listing  Authority" means the Financial  Services Authority in its
          capacity as the competent authority for the purposes of Part VI of the
          Financial Services and Markets Act 2000;

          "US Borrower"  means a Borrower  incorporated  or organised  under the
          laws  of any of the  United  States  of  America  or the  District  of
          Columbia;

          "US Lender"  means a person to which  payments  shall be payable under
          this Agreement by a US Borrower, and which:

          (a)  is created or  organised  under the laws of the United  States of
               America or of any state  thereof or the District of Columbia and,
               if such bank or financial  institution is not a corporation,  has
               delivered  to the Agent and each  relevant US Borrower  within 30
               days from the date on which it becomes a party to this Agreement,
               two  accurate and complete  original  copies of Internal  Revenue
               Service Form W-9 (or any applicable successor or additional form)
               duly   executed,   to  establish  that  such  bank  or  financial
               institution   is  entitled  to  receive   payment  of  principal,
               interest,  fees or other  amounts  under this  Agreement  free of
               backup withholding; or

          (b)  is not created or organised  under the laws of the United  States
               of America or any state  thereof or the  District of Columbia and
               has delivered to the Agent and each  relevant US Borrower  within
               30 days  from  the  date on  which  it  becomes  a party  to this
               Agreement,  two accurate and complete original copies of Internal
               Revenue Service Form W-8BEN (with respect to a complete exemption
               under  an  income  tax  treaty)  or  W-8EC1,  or  any  applicable
               successor  or  additional  forms,  duly  executed by such bank or
               financial  institution,  together with any other  certificate  or
               statement of exemption required under the Code or the regulations
               or  pronouncements  issued thereunder to establish that such bank
               or  financial  institution  is  entitled  to  receive  payment of
               principal,  interest,  fees or other amounts under this Agreement
               without any deduction or  withholding of United States of America
               federal income tax;

                                       21
<PAGE>

          "Utilisation" means (i) each borrowing under the Overdraft Facility by
          the  Overdraft  Borrowers  or (ii) (as the  context may  require)  the
          principal   amount  of  all  such   borrowings   for  the  time  being
          outstanding;

          "VAT" or "value  added tax" means value  added tax as provided  for in
          the Value Added Tax Act 1994 and legislation  supplemental to that act
          and any other similar tax;

          "Zenith" means Zenith Optimedia Group Limited, a company  incorporated
          in England and Wales with registered no. 3423055;

          "Zenith Joint  Venture  Agreement"  means the Joint Venture  Agreement
          dated 27 September  2001  between the Parent and  Publicis  Group S.A.
          relating to Zenith; and

          "Zenith SPV" means Sonic Sun Limited,  a company newly incorporated in
          England and Wales with registered no 4350720,  whose registered office
          is at 121-141 Westbourne Terrace, London W2 6JR.

1.3       Headings

          Clause headings and the table of contents are inserted for convenience
          of reference only and shall be ignored in the  interpretation  of this
          Agreement.

1.4       Construction of certain terms

          In this Agreement, unless the context otherwise requires:

1.4.1     references  to clauses and schedules are to be construed as references
          to the clauses of, and schedules to, this  Agreement and references to
          this Agreement include its schedules;

1.4.2     references to (or to any specified provision of) this Agreement or any
          other  document  shall be construed as references  to this  Agreement,
          that  provision or that document as in force for the time being and as
          from time to time  amended in  accordance  with its terms,  or, as the
          case may be, with the  agreement  of the  relevant  parties and (where
          such  consent  is,  by the  terms of this  Agreement  or the  relevant
          document,  required to be obtained  as a condition  to such  amendment
          being permitted) the prior written consent of the relevant parties;

1.4.3     reference  to a document or other papers "in the agreed form" means in
          the form of such document  initialled by way of  identification by the
          Agent and the Parent or in the form  included  in a  Schedule  to this
          Agreement  or in a form  otherwise  agreed  between  the Agent and the
          Parent;

1.4.4     references to a "regulation" include any present or future regulation,
          rule,  directive,  requirement,  request or guideline  (whether or not
          having the force of law and to the extent applicable to any Bank, with
          which banks customarily comply) of any agency, authority, central bank
          or government  department or any  self-regulatory or other national or
          supra-national authority;

1.4.5     words importing the plural shall include the singular and vice versa;

1.4.6     references to a time of day are to London time;

1.4.7     references to a "person" shall be construed as including references to
          an individual,  firm,  company,  corporation,  unincorporated  body of
          persons or any State or any of its agencies;

1.4.8     references   to  "assets"   include  all  or  part  of  any  business,
          undertaking,  real property,  personal property,  uncalled capital and
          any  rights  (whether  actual or  contingent,  present  or  future) to
          receive, or require delivery of, any of the foregoing;

                                       22
<PAGE>

1.4.9     references to a "guarantee" include references to an indemnity (in the
          nature of a  guarantee)  or other  assurance  against  financial  loss
          (including,  without  limitation,  an obligation to purchase assets or
          services)  in each case as a  consequence  of a  default  by any other
          person to pay any  Indebtedness  and  "guaranteed"  shall be construed
          accordingly;

1.4.10    references to the  "equivalent" of an amount specified in a particular
          currency (the  "specified  currency  amount")  shall be construed as a
          reference to the amount of the other  relevant  currency  which can be
          purchased  with the specified  currency  amount in the London  foreign
          exchange  market at or about the relevant time on the day on which the
          calculation  falls to be made,  for delivery on the  relevant  day, as
          determined by the Agent; and

1.4.11    references to any enactment  shall be deemed to include  references to
          such enactment as re-enacted, amended or extended.

1.5       Majority Banks

          Where  this  Agreement  provides  for any matter to be  determined  by
          reference to the opinion of the Majority Banks or to be subject to the
          consent or request of the Majority Banks or for any action to be taken
          on the  instructions  of the Majority  Banks,  such opinion,  consent,
          request or instructions  shall (as between the Banks) only be regarded
          as having been validly  given or issued by the  Majority  Banks if all
          the Banks shall have received prior notice of the matter on which such
          opinion,  consent, request or instructions are required to be obtained
          and the  relevant  majority  of Banks  shall have given or issued such
          opinion, consent, request or instructions but so that (as between each
          Borrower and the Banks) each Borrower shall be entitled (and bound) to
          assume that such notice shall have been duly received by each Bank and
          that the  relevant  majority  shall have been  obtained to  constitute
          Majority Banks whether or not this is in fact the case.

1.6       Agent's opinion

1.6.1     Where this  Agreement  provides  for the Agent's  opinion to determine
          whether any matter  would or is  reasonably  likely to have a Material
          Adverse Effect or a material  adverse effect,  as the case may be, the
          Agent shall act in accordance  with the  instructions  of the Majority
          Banks in making such determination.

1.6.2     The Borrowers shall be entitled to assume that any such  determination
          by the Agent has been made in accordance with the provisions of clause
          1.6.1.

2         The Facilities

2.1       Amount

          Upon and  subject to the terms of this  Agreement  and in  reliance on
          each of the  representations  and  warranties  in clause  11,  for the
          purposes set out in clause 1.1:

2.1.1     the  Banks  agree  to  lend to the  Borrowers,  the  Revolving  Credit
          Facility in the principal sum of up to the Revolving  Credit  Facility
          Amount or its equivalent in Optional Currencies;

2.1.2     the Swingline Bank agrees to lend to, and issue  Swingline  Letters of
          Credit at the request of, the Swingline  Borrower  under the Swingline
          Facility in Dollars in the aggregate principal sum equivalent to up to
          (pound)12,469,692  (subject  to  the  restriction,   in  the  case  of
          Swingline  Letters  of  Credit,  of the  Swingline  Letter  of  Credit
          Facility Amount); and

2.1.3     the Overdraft Bank agrees to make available to the Overdraft Borrowers
          the Overdraft Facility in the principal sum of up to(pound)6,000,000.


                                       23
<PAGE>

          The  obligation  of  each  Bank  under  this  Agreement  shall  be  to
          contribute that proportion of each Revolving  Credit Advance which, as
          at the Drawdown Date of such Revolving Credit Advance,  its Commitment
          in respect of the  relevant  Revolving  Credit  Facility  bears to the
          Total  Commitments in respect of the Revolving Credit Facility and, in
          the case of the  Swingline  Facility and the  Overdraft  Facility,  to
          assume its obligations under clause 6 and clause 7 respectively.

2.2       Obligations several

          The  obligations  of each Bank under this  Agreement are several;  the
          failure of any Bank to perform such obligations  shall not relieve any
          Bank  Finance  Party  or  any  Borrower  of any  of  their  respective
          obligations or  liabilities  under this Agreement nor shall the Agent,
          the Security Trustee, the Common Security Trustee, the Swingline Bank,
          the Overdraft Bank or any Arranger be responsible  for the obligations
          of any Bank  (except for its own  obligations,  if any, as a Bank) nor
          shall any Bank be  responsible  for the  obligations of any other Bank
          under this Agreement.

2.3       Interests several

          Without  prejudice to the provisions of this Agreement  relating to or
          requiring  action by the  Majority  Banks,  the  interests of the Bank
          Finance  Parties are  several and the amount due to the Agent,  to the
          Security Trustee (for its own account), to the Common Security Trustee
          (for its own account),  to the Swingline  Bank, to the Overdraft Bank,
          to each Arranger and to each Bank is a separate and independent  debt.
          Each Bank  Finance  Party  shall have the right to protect and enforce
          its rights  arising out of this  Agreement  (but subject always to the
          terms of this  Agreement)  and it shall not be necessary for any other
          Bank  Finance  Party  to be  joined  as an  additional  party  in  any
          proceedings for this purpose.

2.4       Maximum outstandings

          The  aggregate  of  the  Sterling  Amounts  of  all  Revolving  Credit
          Advances,   Swingline  Advances,   Swingline  Letters  of  Credit  and
          Utilisations  shall at no time exceed the Total Commitments in respect
          of the Revolving Credit Facility.

3         Conditions

3.1       Documents and evidence required

          [deleted]

3.2       General conditions precedent

3.2.1     Subject to clause 3.2.2,  the obligation of each Bank to contribute to
          any Advance,  of the  Swingline  Bank to make  available any Swingline
          Advance or Swingline Letter of Credit or of the Overdraft Bank to make
          available any Utilisation is subject to the condition that at the date
          of each Drawdown  Notice or L/C Application and on each Drawdown Date,
          Utilisation or L/C Issue Date:

          (a)  the  representations  and  warranties set out in clause 11, other
               than  the  excluded  representations  and  warranties  set out in
               clause  11.2.2 (and so that the  representation  and  warranty in
               clause  11.1.9 and 11.1.22  shall for this  purpose  refer to the
               most recent  financial  statements  delivered  to the Agent under
               clauses 12.1.6(a),  12.1.6(b) and 12.1.6(c)) are true and correct
               on and as of each such date as if each were made with  respect to
               the facts and circumstances existing at such date; and

          (b)  no Default shall have occurred and be continuing  unremedied  and
               unwaived  or  would  result  from  the  making  of such  Advance,
               Utilisation or Swingline Letter of Credit.

                                       24
<PAGE>

3.2.2     In the case of the drawing of a Revolving  Credit  Advance which would
          not, if drawn,  cause the aggregate  Sterling  Amount of the Revolving
          Credit Advances outstanding after such drawing to exceed the aggregate
          Sterling Amount of the Revolving Credit Advances outstanding under the
          Revolving  Credit  Facility  concerned,  prior to that drawing  (after
          taking  account of any repayment  made on or prior to the date of such
          drawing) then, in either case:

          (a)  clause  3.2.1(a) shall apply only if the  incorrectness  would be
               reasonably likely to have a Material Adverse Effect; and

          (b)  clause  3.2.1(b)  shall not apply  provided  that the Term of the
               relevant  Revolving  Credit Advance which is to be drawn shall be
               one month or less.

3.2.3     The  obligation  of each  Bank to  contribute  to a  Revolving  Credit
          Advance which would, if drawn,  cause the aggregate Sterling Amount of
          the Revolving Credit Advances outstanding after such drawing to exceed
          the  aggregate  Sterling  Amount  of  the  Revolving  Credit  Advances
          outstanding  under the Revolving Credit Facility prior to that drawing
          (after taking account of any repayment made on or prior to the date of
          such drawing) is subject to the further  condition that the Parent and
          the relevant  Borrower are not aware (after due enquiry) of any matter
          or event  which is  reasonably  likely to result in a breach of clause
          13.1 (Financial Covenants) or an Event of Default under any of clauses
          14.1.1 (Non payment) or 14.1.5 to 14.1.15 inclusive (Cross-default and
          insolvency  events)  either  immediately  on the date of the  Drawdown
          Notice or within  the  period  ending 12 months  after the date of the
          drawing.

3.2.4     Nothing in this clause 3.2 shall be construed as constituting a waiver
          of any right of the Banks (including, without limitation, their rights
          under clause 14.2)  arising from any Event of Default which shall have
          occurred and be outstanding at the time of the drawing of the relevant
          Revolving Credit Advance.

3.3       Waiver of conditions precedent

          The conditions  specified in this clause 3 are inserted solely for the
          benefit of the Banks and may be waived on their  behalf in whole or in
          part  and  with or  without  conditions  by the  Agent  acting  on the
          instructions  of the Majority Banks (together with, in the case of the
          Swingline Facility or the Overdraft Facility,  the instructions of the
          Swingline Bank and the Overdraft Bank  respectively) in respect of any
          Advance, Swingline Letter of Credit or Utilisation without prejudicing
          the  right  of the  Agent  acting  on  such  instructions  to  require
          fulfilment  of such  conditions  in whole or in part in respect of any
          other Advance, Swingline Letter of Credit or Utilisation.

3.4       Notification

          [deleted].

4         The Facilities; Currencies

4.1       Drawdown of Advances

4.1.1     Subject to the terms and conditions of this Agreement an Advance shall
          be made available to the relevant Borrower:

          (a)  in the case of Revolving Credit Advances following receipt by the
               Agent (with a copy to the Swingline Bank) from that Borrower of a
               Drawdown Notice:

               (i)  in  the  case  of an  Advance  to be  drawn  in an  Optional
                    Currency  other than Dollars,  not later than 10 a.m. on the
                    third Banking Day before the proposed Drawdown Date;

              (ii)  in the case of an Advance  to be drawn in Dollars  not later
                    than 2 p.m.  on the third  Banking  Day before the  proposed
                    Drawdown Date; and

                                       25
<PAGE>

             (iii)  in the  case of an  Advance  to be drawn  in  Sterling,  not
                    later  than 1 p.m.  on the  second  Banking  Day  before the
                    proposed Drawdown Date; and

          (b)  in the  case of  Swingline  Advances,  following  receipt  by the
               Swingline  Bank  (with a copy to the  Agent)  from the  Swingline
               Borrower of a Drawdown  Notice,  not later than 11 a.m. (New York
               City time) on the relevant Drawdown Date.

4.1.2     A Drawdown  Notice shall be  effective on actual  receipt by the Agent
          or, as the case may be, the  Swingline  Bank and,  once given,  shall,
          subject as provided in clause 5.8.1, be irrevocable.

4.2       Notification to Banks of Revolving Credit Advances

          As soon as practicable  after receipt of a Drawdown  Notice in respect
          of a  Revolving  Credit  Advance  complying  with  the  terms  of this
          Agreement  the Agent shall notify each Bank and,  subject to clause 3,
          each of the Banks shall on the  Drawdown  Date make  available  to the
          Agent its portion of the Advance in accordance with clause 10.2. If an
          Advance is to be drawn down in an  Optional  Currency  the Banks shall
          advance to the  relevant  Borrower on the drawdown of such Advance the
          amount of the Optional  Currency  specified in the Drawdown Notice for
          that Advance.  The Agent shall  determine the Sterling  Amount of such
          Advance at the spot rate of exchange  quoted to it for the purchase of
          such  Optional  Currency with Sterling at or about the time of receipt
          of the Drawdown Notice for such Advance.

4.3       Amount and Term of Revolving Credit Advances

          Each Revolving Credit Advance shall be:

4.3.1     of a Sterling Amount which is a minimum  of(pound)5,000,000  and shall
          be used for the purposes described in clause 1.1;

4.3.2     denominated in one currency only;

4.3.3     borrowed for a Revolving  Credit Term of one, two, three or six months
          or seven days or fourteen  days,  in each case ending on or before the
          Termination  Date, or such other periods as the relevant  Borrower and
          the Banks may agree.

4.4       Amount and Term of Swingline Advances

4.4.1     Each Swingline Advance shall be:

          (a)  of a Dollar amount which is a minimum of $100,000; and

          (b)  borrowed  for a  Swingline  Term of one to five New York  Banking
               Days.

4.4.2     The Swingline Borrower may not borrow Swingline Advances and Swingline
          Letters of Credit with an aggregate  Sterling Amount at any time which
          exceeds the  Swingline  Minimum,  unless the  Sterling  Amount of such
          excess,  when  aggregated with the Sterling Amount of any amount which
          is the subject of a Drawdown Notice for a Revolving  Credit Advance or
          is outstanding  under the Revolving Credit Facility,  would not result
          in the Total Commitments being exceeded.

4.5       Selection of currencies

          Subject to the  provisions of clause 4.6, if a Borrower so requests in
          the Drawdown  Notice for a Revolving  Credit  Advance,  such Revolving
          Credit Advance may be drawn down in an Optional Currency.

                                       26
<PAGE>

4.6       Limit on currencies; non-availability

          A  Revolving  Credit  Advance  may not be  drawn  down in an  Optional
          Currency if (a) in consequence thereof there would be Revolving Credit
          Advances  outstanding  in more than 4 different  currencies or (b) any
          Bank notifies the Agent not later than 3 p.m. on the third Banking Day
          before the proposed Drawdown Date (or in the case of Dollars not later
          than 5 p.m. on such date) that deposits of such Optional  Currency are
          not readily  available to such Bank in an amount  comparable with such
          Bank's  portion of the relevant  Revolving  Credit  Advance or (c) the
          Agent  determines  (acting  reasonably)  after  consultation  with the
          Reference  Banks at any time prior to 10 a.m. (local time in the place
          of  payment)  on the  Drawdown  Date that by  reason of any  change in
          currency availability, currency exchange rates or exchange controls it
          is or will be impracticable for the relevant  Revolving Credit Advance
          to be drawn down in that Optional Currency.  Accordingly,  in any such
          event,  the relevant  Revolving  Credit Advance shall be drawn down in
          Sterling.

4.7       Facility B conversion option

          [deleted].

4.8       The Termination Date

          Without  prejudice  to any  other  provision  of this  Agreement,  the
          Commitments in respect of the Revolving  Credit  Facility shall in any
          event be  reduced  to zero on the  Termination  Date and no  Revolving
          Credit Advances under the Revolving  Credit Facility (and no Swingline
          Advance, Swingline Letters of Credit or Utilisations) shall be made or
          issued or allowed to the Borrowers under this Agreement thereafter.

4.9       Application of proceeds

          Without  prejudice to any Borrower's  obligations under clause 12.1.3,
          none of the Bank Finance Parties shall have any responsibility for the
          application of the proceeds of any Advance, Swingline Letter of Credit
          or Utilisation by any Borrower.

4.10      Information

4.10.1    At  close  of  business  in  London  on each  Banking  Day on  which a
          Revolving  Credit  Advance  is made,  repaid or  prepaid or a Drawdown
          Notice in respect of a Revolving Credit Advance is received, the Agent
          will confirm to the Swingline Bank the amount outstanding at that time
          under the  Revolving  Credit  Facility  or which is the  subject  of a
          Drawdown  Notice in respect of a Revolving  Credit  Advance and of any
          part of the Revolving Credit Facility or Swingline  Facility which has
          been cancelled on such day.

4.10.2    At close of business in New York on each New York Banking Day on which
          a Swingline Advance is made, repaid or prepaid,  a Swingline Letter of
          Credit is  issued  or  reduced  in  accordance  with the terms of this
          Agreement or a Drawdown  Notice or L/C  Application  is received,  the
          Swingline  Bank will  confirm to the Agent the amount  outstanding  at
          that  time  under the  Swingline  Facility  in  respect  of  Swingline
          Advances and the aggregate outstanding L/C Liability in respect of all
          Swingline  Letters  of  Credit  or  which  is  the  subject  of an L/C
          Application or a Drawdown Notice for a Swingline Advance.

4.10.3    The Swingline Bank and the Overdraft Bank will, following a request by
          the Agent,  promptly inform the Agent of the amount  outstanding under
          the Swingline Facility or the Overdraft Facility (as the case may be).

                                       27
<PAGE>

4.10.4    Neither the Agent nor the  Swingline  Bank shall have any liability to
          any other  party to this  Agreement  in respect of any matter  arising
          directly or  indirectly  as a result of its failure to comply with its
          obligations  under this clause  4.10 or for any  Advance or  Swingline
          Letter of Credit  being made or issued in breach of the limits set out
          in this Agreement.  In the event that any Advance is made or Swingline
          Letter of Credit  is  issued  in breach of any such  limit the  Parent
          will,  on demand by the Agent,  forthwith  procure  that  Advances are
          prepaid  in  accordance  with  the  terms  of  this  Agreement  and/or
          Swingline  Letters of Credit  irrevocably  cancelled  so that any such
          limit is no longer breached.

4.11      Refinancing  of the  Existing  Group  Facilities  following a Relevant
          Acceleration  Notice and the  refinancing  of the Existing  Lighthouse
          Facilities

          [deleted].

4.12      Refinancing  of  the  Existing  Group   Facilities  and  the  Existing
          Lighthouse  Facilities  following  a No Consent  Notice or a Unanimous
          Consent Notice

          [deleted].

4.13      Refinancing of the Existing Lighthouse  Facilities following a Consent
          Notice

          (deleted].

4.14      Operation  of  the  Facilities  and  the  Existing  Group   Facilities
          following a Consent Notice

          [deleted].

5         interest; alternative interest rates

5.1       Calculation of Margin

          [deleted]

5.2       Interest rate for Revolving Credit Advances

          The  relevant  Borrower  shall  pay  to the  Agent  interest  on  each
          Revolving Credit Advance drawn by it on its Repayment Date (or, in the
          case of a Revolving  Credit Advance having a Revolving  Credit Term of
          more  than six  months,  by  instalments,  every six  months  from the
          Drawdown  Date of such  Revolving  Credit  Advance and on the relevant
          Repayment  Date), at the rate per annum being the aggregate of (a) the
          Margin (b) the Additional Cost and (c) the Funding Cost.

5.3       Interest rate for Swingline Advances

          The Swingline  Borrower  shall pay to the  Swingline  Bank interest on
          each Swingline  Advance drawn by it at the rate being the aggregate of
          (i) the Margin which  portion  shall be paid to the Agent upon receipt
          by the  Swingline  Bank for the account of each Bank,  pro rata to its
          Commitment  in respect of the Revolving  Credit  Facility and (ii) the
          Federal  Funds Rate  (which  portion  shall be for the  account of the
          Swingline  Bank).  Such  interest  will  be  paid  in  arrears  on the
          Swingline  Interest  Payment Date falling on or immediately  after the
          Repayment  Date of such  Swingline  Advance.  For the purposes of this
          clause 5.3 "Swingline  Interest  Payment  Date" shall mean each of the
          dates falling at three monthly intervals  beginning three months after
          the date of this Agreement and the Termination  Date in respect of the
          Revolving Credit Facility.

5.4       Interest rate and Interest Periods for the Conversion Advance

          [deleted].

                                       28
<PAGE>

5.5         Interest for late payment

5.5.1     If the  relevant  Borrower  fails to pay any sum  (including,  without
          limitation,  any sum  payable  pursuant to this clause 5.5) on its due
          date for payment under this Agreement that Borrower shall pay interest
          on such sum from the due  date up to the date of  actual  payment  (as
          well after as before judgement) at a rate determined  pursuant to this
          clause 5.5.  The period  beginning on such due date and ending on such
          date of payment shall be divided into  successive  periods of not more
          than three months as selected by the Agent,  the Swingline Bank or the
          Overdraft  Bank (as the case  may be)  each of which  (other  than the
          first,  which shall  commence on such due date) shall  commence on the
          last day of the preceding such period.

5.5.2     The rate of interest applicable to each such period shall be:

          (a)  in the case of overdue  amounts in relation to  Revolving  Credit
               Advances,  the aggregate of (A) one per cent. per annum,  (B) the
               Margin (C) the Additional Cost and (D) the Funding Cost;

          (b)  in the case of overdue amounts in relation to Swingline  Advances
               and  Swingline  Letters of Credit,  the  aggregate of (A) one per
               cent. per annum, (B) the Margin and (C) the Federal Funds Rate;

          (c)  in the case of overdue amounts in relation to  Utilisations,  the
               aggregate of (A) one per cent. per annum,  (B) the Margin and (C)
               the Overdraft Bank's base rate in effect from time to time; and

          (d)  in any other case,  the aggregate of (A) one per cent. per annum,
               (B) the Margin, (C) the Additional Cost and (D) the Funding Cost.

5.5.3     If such unpaid sum is an amount of  principal  which shall have become
          due and payable,  by reason of a declaration by the Agent under clause
          14.2.2 or a prepayment  pursuant to clauses 8.4 or 16.1,  prior to the
          Repayment Date relating thereto, the first such period selected by the
          Agent shall end on such  Repayment  Date and interest shall be payable
          on such unpaid sum during such period at a rate one per cent above the
          rate applicable thereto immediately before it shall have become so due
          and payable.

5.5.4     Interest  under this  clause 5.5 shall be due and  payable on the last
          day of each period  determined by the Agent, the Overdraft Bank or the
          Swingline Bank (as the case may be) pursuant to this clause 5.5 or, if
          earlier,  on the  date on  which  the sum in  respect  of  which  such
          interest  is  accruing  shall  actually  be paid.  If, for the reasons
          specified  in  clause  5.8.1(a)  or  5.8.1(b)  it is not  possible  to
          determine a rate in accordance  with the foregoing  provisions of this
          clause 5.5, then;

          (a)  in the case of amounts due other than in  relation  to  Swingline
               Advances,  Swingline Letters of Credit or the Overdraft  Facility
               then each Bank  shall  promptly  notify  the Agent of the cost of
               funds to such  Bank and  interest  on any sum not paid on its due
               date for  payment  shall be  calculated  for each  Bank at a rate
               determined  by the Agent to be one per cent.  per annum above the
               aggregate of the Margin and the cost of funds (including,  in the
               case of amounts in Sterling, Additional Cost) to such Bank; and

          (b)  in the case of amounts due in relation to  Swingline  Advances or
               Swingline  Letters of Credit,  interest  shall be calculated at a
               rate  determined  by the Swingline  Bank to be one per cent.  per
               annum above the  aggregate of the Margin and the cost of funds to
               the Swingline Bank.

5.6       Notification of interest rate

          The Agent shall notify the  Borrowers  and the Banks  promptly of each
          rate of interest determined under this clause 5.

                                       29
<PAGE>

5.7       Reference Bank quotations

          If any  Reference  Bank is  unable  or  otherwise  fails to  furnish a
          quotation for the purpose of calculating  LIBOR or EURIBOR (where such
          a quotation is required  having regard to the definition of "LIBOR" or
          "EURIBOR" in clause 12) the interest  rate for the relevant  Revolving
          Credit Term or other  period  shall be  determined,  subject to clause
          5.8,  on  the  basis  of the  quotations  furnished  by the  remaining
          Reference 8anks.

5.8       Market disruption; non-availability

5.8.1     If and whenever, at any time prior to the making of a Revolving Credit
          Advance:

          (a)  (at a time when  Reference Bank  quotations  are required  having
               regard to the  definition  of "LIBOR" or "EURIBOR" in clause 1.2)
               the Agent  shall have  determined,  after  consultation  with the
               Reference  Banks (which  determination  shall,  in the absence of
               manifest error,  be conclusive),  that adequate and fair means do
               not exist for ascertaining LIBOR or EURIBOR during such Revolving
               Credit Term; or

          (b)  none or only one of the Reference Banks supplies the Agent with a
               quotation for the purpose of calculating  LIBOR or EURIBOR (where
               such a quotation is required  having regard to the  definition of
               "LIBOR" or "EURIBOR" in clause 1.2); or

          (c)  the Agent  shall  have  received  notification  from  Banks  with
               Contributions aggregating not less than one-third of the total of
               the relevant  Revolving  Credit Advance that deposits in Sterling
               or  the  relevant  Optional  Currency  (as  applicable)  are  not
               available  to such  Banks in the London  Interbank  Market in the
               ordinary  course of business in sufficient  amounts to fund their
               Contributions  to such Revolving Credit Advance or that LIBOR or,
               as relevant, EURIBOR does not accurately reflect the cost to such
               Banks of obtaining such deposits;

          the Agent shall  forthwith give notice (a  "Determination  Notice") to
          the Parent and each of the Banks. A Determination Notice shall contain
          particulars of the relevant circumstances giving rise to its issue.

5.8.2     During the period of 10 days after any  Determination  Notice has been
          given by the Agent  under  clause  5.8.1,  each Bank shall  certify an
          alternative basis (the "Substitute Basis") for making available or, as
          the case may be,  maintaining its  Contribution.  The Substitute Basis
          may  (without   limitation)  include  alternative   interest  periods,
          alternative  currencies  or  alternative  rates of interest  but shall
          include  a margin  above  the cost of  funds to such  Bank  (including
          Additional  Cost, if any)  equivalent to the Margin.  Each  Substitute
          Basis so certified  shall be binding  upon the  relevant  Borrower and
          shall take effect in accordance with its terms from the date specified
          in the Determination  Notice until such time as the Agent notifies the
          Borrower  that none of the  circumstances  specified  in clause  5.8.1
          continues  to  exist   whereupon  the  normal   interest  rate  fixing
          provisions of this Agreement shall apply.

5.8.3     If,  and  whenever  at any time  prior to the  making  of a  Swingline
          Advance, the Swingline Bank gives notice to the Swingline Borrower and
          the Agent that  deposits in Dollars are not  available in the ordinary
          course of  businesses  in  sufficient  amounts to fund such  Swingline
          Advance, Swingline Advances shall not be made until the Swingline Bank
          gives notice to the contrary to the Parent and the Agent.

6         The Overdraft Facility and the Swingline Facility

6.1       The Overdraft Facility

6.1.1     Utilisations of the Overdraft Facility by the Overdraft  Borrowers may
          be made subject to the limitation  that the amount  outstanding  under
          the Overdraft  Facility  (calculated on a net basis and taking account
          of non-Sterling  currency balances) shall not exceed  (pound)6,000,000
          at any time.

                                       30
<PAGE>

6.1.2     No  principal  amount in  respect  of the  Overdraft  Facility  may be
          demanded  by the  Overdraft  Bank unless a notice has been given under
          clause  14.2  but  thereafter  the  monies  owing  in  respect  of the
          Overdraft Facility are repayable on demand.

6.1.3     The Overdraft  Bank shall be at liberty at any time to refuse to allow
          any  Utilisation if the result would be that the limit in clause 6.1.1
          above would be exceeded.

6.2       Terms and conditions

          The Overdraft  Facility is made  available on the terms and conditions
          set out in this  Agreement and the Overdraft  Bank's normal  overdraft
          terms and conditions to the extent that the same are not  inconsistent
          with this Agreement.

6.3       Utilisation, interest and repayment

6.3.1     Any borrowing made available under the Overdraft Facility may be drawn
          only in Sterling.

6.3.2     The Overdraft  Borrowers  shall pay to the Overdraft  Bank interest on
          Utilisations  under  the  Overdraft  Facility  at the rate  being  the
          aggregate of (i) the Margin,  which portion shall be paid to the Agent
          upon  receipt by the  Overdraft  Bank for the account of each Bank pro
          rata to its  Commitment  and (ii) the Overdraft  Bank's base rate from
          time to time (which  portion shall be for the account of the Overdraft
          Bank).  Such  interest  shall  accrue  from day to day on the basis of
          actual days  elapsed  and a year of 365 days,  and shall be debited to
          the relevant  Overdraft  Borrower's  account on the  Overdraft  Bank's
          normal quarterly charging dates.

6.3.3     The  Overdraft  Borrowers  shall  repay  or  discharge  the  Overdraft
          Facility in full on the Termination Date.

6.4       Set off under Overdraft Facility

          Each Overdraft Borrower by way of security for all its obligations and
          liabilities  from time to time  under the  Overdraft  Facility  hereby
          irrevocably  agrees that the Overdraft  Bank may at any time,  without
          notice or demand and  notwithstanding any settlement of any obligation
          under the Overdraft  Facility or other matter  whatsoever,  combine or
          consolidate all or any of the accounts of the Overdraft  Borrower held
          with the Overdraft  Bank and/or set-off or transfer all and any moneys
          standing  to the  credit  of any one or more  accounts  of it with the
          Overdraft  Bank or otherwise  owing by the Overdraft  Bank to it in or
          towards  satisfaction of its obligations under the Overdraft  Facility
          and  authorises  the Overdraft  Bank to purchase with such moneys such
          other  currencies  as may be  necessary  to  effect  such  set-off  or
          transfer at the relevant equivalent rate.

6.5       Set off under Swingline Facility

          The Swingline  Borrower by way of security for all its obligations and
          liabilities  from time to time  under the  Swingline  Facility  hereby
          irrevocably  agrees that the Swingline  Bank may at any time,  without
          notice or demand and  notwithstanding any settlement of any obligation
          under the Swingline  Facility or other matter  whatsoever,  combine or
          consolidate all or any of the accounts of the Swingline  Borrower held
          with the Swingline  Bank and/or set-off or transfer all and any moneys
          standing  to the  credit  of any one or more  accounts  of it with the
          Swingline  Bank or otherwise  owing by the Swingline  Bank to it in or
          towards  satisfaction of its obligations under the Swingline  Facility
          and  authorises  the Swingline  Bank to purchase with such moneys such
          other  currencies  as may be  necessary  to  effect  such  set-off  or
          transfer at the relevant equivalent rate.

6.6       Swingline Letter of Credit Applications

6.6.1     Subject  to the  terms and  conditions  of this  Agreement,  Swingline
          Letters of Credit shall be made  available to the  Swingline  Borrower
          following  receipt by the Swingline Bank (with a copy to the Agent) of
          an L/C Application from the Swingline  Borrower not later than 10 a.m.
          (New York City time) on the second Banking Day before the proposed L/C
          Issue Date.

                                       31
<PAGE>

6.6.2     Each such L/C Application  shall be effective on actual receipt by the
          Swingline Bank and once given shall be irrevocable.

6.6.3     The  obligations  of  the  Swingline  Bank  and  the  other  Banks  to
          participate in a Swingline Letter of Credit are subject to the further
          condition  precedent that, prior to an L/C Application for a Swingline
          Letter  of  Credit  being  made,  the  Swingline  Bank or any Bank may
          require a legal  opinion from lawyers  acceptable  to it to the effect
          that the terms of that  Swingline  Letter of Credit would be upheld by
          the  courts of the  jurisdiction  of the  beneficiary  but only if the
          beneficiary  is  incorporated,  or its principal  place of business is
          situate,  in a  jurisdiction  where  the  Swingline  Bank or the  Bank
          reasonably  believes that any of the terms of the Swingline  Letter of
          Credit would not necessarily be upheld.

6.6.4     The terms of the  relevant  Swingline  Letter of Credit must contain a
          clear  procedure for the making of claims under that Swingline  Letter
          of Credit  satisfactory  to the  Swingline  Bank which shall include a
          requirement that the beneficiary gives at least 5 Banking Days' notice
          of settlement under the relevant Swingline Letter of Credit.

6.7       L/C Application

          An L/C Application  will not be regarded as having been duly completed
          unless:

6.7.1     the  proposed  L/C Issue  Date is a Banking  Day  falling  within  the
          Revolving  Credit Facility  Availability  Period;

6.7.2     the Swingline Letter of Credit is denominated in Dollars;

6.7.3     it is  accompanied  by a copy of the terms of the  proposed  Swingline
          Letter of Credit and the name of the beneficiary is specified;

6.7.4     the Expiry Date is a Banking Day falling no later than 12 months after
          the  L/C  Issue  Date  and in  any  event  falling  on or  before  the
          Termination Date; and

6.7.5     there is a maximum limit to the stated liability of the Swingline Bank
          under the Swingline Letter of Credit.

6.8       Amount of Swingline Letters of Credit

          No Swingline  Letter of Credit may be issued on any day for an amount,
          the Sterling Amount of which, when aggregated with the Sterling Amount
          of all other Swingline  Letters of Credit  outstanding or to be issued
          on such day,  would  exceed the  Swingline  Letter of Credit  Facility
          Amount.

6.9       Swingline Letter of Credit Commission

6.9.1     The rate of Swingline Letter of Credit  Commission  applicable to each
          Swingline Letter of Credit will be the same as the rate of the Margin.

6.9.2     Swingline  Letter of Credit  Commission  on the daily  Outstanding L/C
          Liability of each  Swingline  Letter of Credit (as  determined  by the
          Swingline  Bank) is payable by the  Swingline  Borrower in  accordance
          with clause 6.9.3 below to the Swingline Bank and shall be paid to the
          Agent upon receipt by the Swingline  Bank for the account of each Bank
          pro rata to its Commitment.

6.9.3     Swingline  Letter of Credit  Commission  is  payable in arrears on the
          last  day  of  each  Quarter  and  on  the  Termination  Date  on  the
          Outstanding  L/C  Liability of each  outstanding  Swingline  Letter of
          Credit in  respect  of the period  commencing  on the day  immediately
          following  the date on which an  installment  of  Swingline  Letter of
          Credit  Commission  was  last  payable  in  respect  of  the  relevant
          Swingline  Letter  of Credit  or,  if none,  the date of issue of such
          Swingline Letter of Credit and ending on the relevant payment date.

                                       32
<PAGE>

6.10      Notification of demand under a Swingline Letter of Credit

          The Swingline Bank,  forthwith after being notified by the beneficiary
          under a Swingline Letter of Credit that it is required to make payment
          under that Swingline Letter of Credit,  shall notify the Agent and the
          Swingline  Borrower  that such  payment  is due and of the  Settlement
          Amount and  Settlement  Date in respect  of such  Swingline  Letter of
          Credit.

6.11      Conversion of Swingline Letter of Credit to Swingline Advance

6.11.1    On receipt of a notice from the  Swingline  Bank under clause 6.10 the
          Swingline Borrower shall either:

          (a)  Convert to Swingline Advance

               subject to the terms and  conditions of this  Agreement,  convert
               the  relevant  Settlement  Amount  into a  Swingline  Advance  by
               delivering to the Swingline Bank, no later than close of business
               on the first  Banking  Day  following  the date of receipt of the
               said notice (the "Conversion Date"), a Drawdown Notice, copied to
               the Agent  (which  shall be  irrevocable)  requesting a Swingline
               Advance to the Swingline Borrower of such amount; or

          (b)  Pay under indemnity

               (if the  Swingline  Borrower does not wish to request a Swingline
               Advance or the  conditions  precedent to such  Swingline  Advance
               being made available set out in clause 3 are not fulfilled or the
               Swingline  Borrower  fails to respond to such  notice by close of
               business  on the  Conversion  Date) treat such notice as a demand
               under the indemnity in clause 7.4, and pay to the Swingline Bank,
               no later than  close of  business  on the  Conversion  Date,  the
               relevant Settlement Amount.

6.11.2    Each Swingline  Advance  pursuant to clause  6.11.1(a)  above shall be
          paid,  not later than  11.00  a.m.  on the day which is three New York
          Banking Days preceding the Settlement  Date, to the Swingline Bank and
          shall be held in an account bearing  interest at the Swingline  Bank's
          overnight deposit rate until the Settlement Date, which interest shall
          be for the account of the Swingline Borrower.

6.12      Payment by the Banks to Swingline Bank

6.12.1    If the Swingline Bank has not received the Settlement  Amount from the
          Swingline  Borrower  by 11.00  a.m.  three  Banking  Days  before  the
          Settlement  Date,  it shall  notify the Agent by not later than 2 p.m.
          three Banking Days before the Settlement Date.

6.12.2    If the Agent has been notified  under clause  6.12.1  above,  it shall
          notify each Bank by not later than 5 p.m.  three  Banking  Days before
          the Settlement Date.

6.12.3    Each  Bank  notified  under  clause  6.12.2  above  shall  pay  to the
          Swingline  Bank on the  Settlement  Date  the  amount  of that  Bank's
          proportionate liability in respect of the unpaid Settlement Amount.

6.13      Default by Banks in payment to Swingline Bank

6.13.1    If any Bank (an "L/C  Defaulting  Bank") fails to make any payment due
          from it for the account of the  Swingline  Bank under clause 6.12 then
          until the Swingline  Bank has been  reimbursed  in respect  thereof in
          full (but without  prejudice to the obligations of that L/C Defaulting
          Bank to make such payment):

          (a)  the L/C  Defaulting  Bank shall  hold on trust for the  Swingline
               Bank the  benefit of any  security  now or  hereafter  created to
               secure  the  obligations  of the  Swingline  Borrower  under this
               Agreement and to which that L/C  Defaulting  Bank would have been
               entitled had it made such payment; and

                                       33
<PAGE>

          (b)  for the purposes of determining the  constitution of the Majority
               Banks:

               (i)  the Swingline Bank shall be treated as having a Contribution
                    or  Commitment  (as the case may be) equal to the  amount of
                    such  non-payment of the L/C Defaulting Bank (in addition to
                    the Commitment or Contribution  (if any) which the Swingline
                    Bank already had in its capacity as a Bank); and

               (ii) the Commitment or  Contribution  (as the case may be) of the
                    L/C Defaulting  Bank shall be treated as having been reduced
                    to the same extent.

6.13.2    The rights  conferred  upon the Swingline Bank in this clause 6.13 are
          in  addition  to any other  rights  which it may have  against  an L/C
          Defaulting Bank.

6.14      Reduction of Swingline Letter of Credit Facility

          The Outstanding L/C Liability of any Swingline  Letter of Credit shall
          be treated as reduced for the purposes of this Agreement only when and
          to the extent that (a) the  Swingline  Bank has made a payment under a
          Swingline  Letter of Credit or (b) the liability of the Swingline Bank
          under a Swingline Letter of Credit has been reduced in accordance with
          the terms of the relevant Swingline Letter of Credit.


7         Indemnity of Overdraft Bank and Swingline Bank

7.1       Shortfall   notification   in  relation  to  Swingline   Advances  and
          Utilisations

          If the Overdraft  Borrowers or the  Swingline  Borrower fail to pay to
          the  Overdraft  Bank  or the  Swingline  Bank  any  amount  under  the
          Overdraft Facility or any Swingline Advance, as relevant, when due and
          payable  (the  difference  between  the amount due and the amount paid
          being the "Shortfall")  then,  without  limitation to all other rights
          and remedies in respect  thereof,  the Overdraft Bank or the Swingline
          Bank, as relevant, shall inform the Agent of such failure,  specifying
          the amount and  currency of the  Shortfall  whereupon  the Agent shall
          issue a notification (a "Shortfall Notification") to the Banks stating
          the amount of the Shortfall.

7.2       Payment by Banks

          Following the issue of a Shortfall Notification each Bank shall pay to
          the Agent for the account of the Overdraft Bank or the Swingline Bank,
          as relevant,  an amount equal to the proportion of the shortfall which
          that Bank's  Commitment  bears to the Total  Commitments in respect of
          the Revolving  Credit  Facility at that time.  Such payments  shall be
          made on the next Banking Day  following  the issuance of the Shortfall
          Notification and shall,  subject to clause 7.3, satisfy the amount due
          from the relevant Borrower in respect of which such Shortfall arose to
          the extent of such payments.

7.3       Indemnity  from  Borrowers  in  relation  to  Swingline  Advances  and
          Utilisations

          The Overdraft Borrowers or the Swingline Borrower (as the case may be)
          shall indemnify the Banks on demand against any amount payable by them
          under  clause  7.2.  The  indemnity  in this  clause  7.3  shall  be a
          continuing indemnity notwithstanding any intermediate payment, partial
          settlement or other matter  whatsoever and shall be in addition to any
          security  or other  right  the Banks may have  against  the  Overdraft
          Borrowers,  the Swingline  Borrower or any other Obligor and shall not
          be wholly  or partly  discharged,  varied or  affected  by any time or
          indulgence  granted  to or by the Banks or any  other  party or by any
          combination of accounts,  set-off or other agreement between the Banks
          and the Overdraft  Bank or the Swingline  Bank, as relevant in respect
          of any amount  due under  clause  7.2 or by  anything  done or omitted
          which would but for this provision  operate to exonerate the Overdraft
          Borrowers,  the  Swingline  Borrower or any other  Obligor.  The Banks
          shall not be obliged  to make any claim or demand on any other  person
          liable  or to  resort  to any  other  Collateral  Instrument  or other
          document or other means of payment  before  enforcing  this  indemnity
          against the Overdraft Borrowers or the Swingline Borrower (as the case
          may be) and no other such action which the Banks do take in connection
          with any such Collateral Instrument,  other document or other means of
          payment shall discharge

                                       34
<PAGE>

          reduce or otherwise affect the liability of the Overdraft Borrowers or
          the Swingline Borrower (as the case may be) under this clause 7.3.

7.4       Counter-indemnity for Swingline Letters of Credit

7.4.1     The Swingline Borrower:

          (a)  agrees to pay to the Agent for the account of the Swingline Bank,
               for the  account  of all  Banks,  to the  extent  that  they have
               complied with their obligations under clause 6.12, on demand from
               the Agent an  amount  equal to and in the same  currency  as each
               amount  demanded  in  accordance  with clause  7.4.1(b)  below in
               respect of a Swingline Letter of Credit; and

          (b)  undertakes  to  indemnify  and  hold  harmless  the  Agent,   the
               Swingline  Bank and each Bank from and against  all  liabilities,
               costs,  losses,  damages and expenses which they incur or sustain
               by reason of or arising in any way whatsoever in connection  with
               or by reference  to the issue of a Swingline  Letter of Credit or
               the performance thereof.

7.4.2     The Swingline Borrower and each Bank unconditionally and irrevocably:

          (a)  authorises  and directs the Swingline Bank to pay any prima facie
               valid demand under and in accordance  with a Swingline  Letter of
               Credit  (which  the  Swingline   Bank   believes,   in  its  sole
               discretion, to be valid) without requiring proof of the agreement
               of the  Swingline  Borrower  or any  Bank  that  the  amounts  so
               demanded  or paid  are or were due and  notwithstanding  that the
               Swingline  Borrower or any Bank may  dispute the  validity of any
               such request, demand or payment;

          (b)  confirms  that the  Swingline  Bank deals in  documents  only and
               shall  not be  concerned  with the  legality  of the claim or any
               other  underlying  transaction  or any set-off,  counterclaim  or
               defence as between the Swingline  Borrower and any beneficiary of
               a Swingline Letter of Credit;

          (c)  agrees that  neither the  Swingline  Bank nor any other Bank need
               have regard to the  sufficiency,  accuracy or  genuineness of any
               such  demand  or  any  certificate  or  statement  in  connection
               therewith or any  incapacity of or limitation  upon the powers of
               any  person  signing  or  issuing  such  demand,  certificate  or
               statement  which  appears  on its face to be in order and  agrees
               that neither the Swingline  Bank nor any Bank shall be obliged to
               enquire as to any such matters and may assume, unless notified to
               the  contrary,  that any such  demand,  certificate  or statement
               which  appears on its face to be in order is correct and properly
               made; and

          (d)  without  prejudice to the preceding  sub-clauses,  agrees that if
               the Swingline  Bank pays any such demand in  accordance  with the
               terms of the  relevant  Swingline  Letter of Credit  which is not
               legally  payable  that amount shall  nevertheless  be regarded as
               having been property paid for the purposes of this Agreement.

7.5       Rights of contribution and subrogation of Swingline Borrower

          Until  all  amounts  due under  this  Agreement  have  been  fully and
          irrevocably discharged and all amounts which are or may become payable
          by the Borrowers  under or in connection  with the Security  Documents
          have been irrevocably paid in full, the Swingline  Borrower shall not,
          by virtue of any  payment  made by it under or in  connection  with or
          referable to this clause 7 or otherwise,  be subrogated to any rights,
          security or moneys held or  received by any Bank  Finance  Party or be
          entitled  at any time to  exercise,  claim or have the  benefit of any
          right of contribution or subrogation or similar right against any Bank
          Finance Party. All rights of contribution or similar rights arising in
          respect of any amount due under this  Agreement or in connection  with
          the  Security  Documents  against  any Bank  Finance  Party are hereby
          waived by the Swingline Borrower.

                                       35
<PAGE>

7.6       Waiver of defenses of Swingline Borrower

          The Swingline Borrower agrees that its obligations under this clause 7
          shall not be affected by any act, omission,  matter or thing which but
          for this provision might operate to release or otherwise  exonerate it
          from  its  obligations  under  this  Agreement  in  whole  or in part,
          including without limitation and Whether or not known to it:

7.6.1     any time or waiver granted to or  composition  with any Finance Party,
          any beneficiary of a Swingline Letter of Credit or any other person;

7.6.2     any taking, variation,  compromise,  renewal or release of, or refusal
          or neglect to perfect or enforce,  any rights,  remedies or securities
          available to any Finance  Party,  or other  person or arising  under a
          Swingline Letter of Credit; or

7.6.3     any  variation  or  extension  of or increase in  liabilities  under a
          Swingline  Letter of Credit,  so that  references in this Agreement to
          Swingline  Letters of Credit  shall  include each such  extension  and
          variation.

7.7       Continuing Indemnity of Swingline Borrower

          This shall be a  continuing  indemnity,  shall  extend to the ultimate
          balance of the obligations  and liabilities of the Swingline  Borrower
          under this clause 7 and shall  continue in force  notwithstanding  any
          intermediate  payment  in  whole  or in part of  such  obligations  or
          liabilities.

7.8       Additional security

          The obligations of the Swingline Borrower under this clause 7 shall be
          in  addition  to  and  shall  not  be in  any  way  prejudiced  by any
          collateral  or other  security  now or  hereafter  held by any Finance
          Party as  security  or any lien to which  such  Finance  Party  may be
          entitled.

7.9       Preservation of rights

          No invalidity or  unenforceability of all or any part of this clause 7
          shall affect any rights of  indemnity  or otherwise  which any Finance
          Party  would  or may have in the  absence  of or in  addition  to this
          clause 7.

8         Repayment, prepayment and cancellation

8.1       Repayment of Revolving Credit Advances

          The relevant  Borrower shall repay to the Agent each Revolving  Credit
          Advance  on  its  Repayment  Date  in  the  currency  in  which  it is
          denominated.  If a Revolving Credit Advance (the "new Revolving Credit
          Advance")  is to be made on a day on which  another  Revolving  Credit
          Advance made to the same  Borrower  (the  "maturing  Revolving  Credit
          Advance") denominated in the same currency as the new Revolving Credit
          Advance  is due to be  repaid  then,  subject  to the  terms  of  this
          Agreement  and so long as the  conditions  referred  to in clause  3.2
          shall have been  satisfied  in  relation to the new  Revolving  Credit
          Advance,  (a) the maturing Revolving Credit Advance shall be deemed to
          have been  repaid on its  Repayment  Date  either in whole (if the new
          Revolving  Credit  Advance  is equal to or greater  than the  maturing
          Revolving  Credit  Advance)  or in part (if the new  Revolving  Credit
          Advance is less than the maturing  Advance) and (b) to the extent that
          the  maturing  Revolving  Credit  Advance  is so  deemed  to have been
          repaid, the principal amount of the new Revolving Credit Advance to be
          made on such date shall be deemed to have been credited to the account
          of such  Borrower  by the Agent on  behalf of the Banks in  accordance
          with the terms of this  Agreement  and the Banks shall only be obliged
          to make  available  to such  Borrower a principal  amount equal to the
          amount by which the new Revolving  Credit Advance exceeds the maturing
          Revolving  Credit Advance.  On the  Termination  Date, all outstanding
          Revolving  Credit  Advances  under the Revolving  Credit  Facility and
          other sums (if any) then owing under this Agreement in connection with
          the Revolving  Credit Facility shall in any event be repaid or paid in
          full.

                                       36
<PAGE>

8.2       Repayment of Swingline Advances

          The  Swingline  Borrower  shall  repay  to  the  Swingline  Bank  each
          Swingline  Advance on its Repayment  Date and shall repay or discharge
          in full all outstanding Swingline Advances on the Termination Date.

8.3       Repayment of the Conversion Advance

          [deleted].

8.4       Voluntary prepayment and cancellation of Commitments

          Subject to the  provisions of this clause 8, the Borrowers may without
          premium or penalty prepay any Revolving  Credit Advance  together with
          the immediate  cancellation of an equivalent amount of the Commitments
          in respect of the Revolving  Credit Facility (pro rata to the relevant
          Banks' respective Commitments in respect of that Facility).

8.5       Additional voluntary prepayment

          The Borrowers may (in whole but not in part only),  without premium or
          penalty, but without prejudice to their obligations under clauses 5.8,
          10.5 and 16.2 if they have become  obliged to pay  additional  amounts
          under clause 10.5 or 16.2 to any Bank or a Substitute Basis applies by
          virtue of clause 5.8:

8.5.1     prepay the  Contribution  to  Advances of such Bank or, in the case of
          the application of a Substitute Basis,  prepay any Bank's Contribution
          to which such Substitute Basis applies; and

8.5.2     pay an amount  equal to the maximum  possible  liability  of such Bank
          under  clause  7.1  in  respect  of the  Overdraft  Facility  and  the
          Swingline  Facility  to the Agent to be held on a blocked  account  as
          cash collateral for that Bank's  liabilities on terms  satisfactory to
          the Agent (acting reasonably).

          Upon any notice of such prepayment  being given, the Commitment of the
          relevant  Bank shall be  reduced  to zero in respect of the  Revolving
          Credit  Facility,  but such Bank's  obligations  under clauses 6 and 7
          shall  remain in full force and effect until the Agent  notifies  such
          Bank that it is satisfied that cash collateral has been received under
          clause 8.5.2 representing the full amount of that Bank's liabilities.

8.6       Mandatory prepayment/reduction

8.6.1     Full prepayment events: The Parent shall (or shall procure that it and
          the  other  Borrowers  shall)  prepay  all  the  Facilities  in  whole
          immediately upon the occurrence of an External Refinancing or the sale
          or  other  disposal  of all or  substantially  all of the  assets  and
          undertakings  of the Group or a Change of Control  whereupon the Total
          Commitments in respect of all the Facilities shall be reduced to zero.

8.6.2     Equity  raising:  The  Parent  shall  apply the  proceeds  (net of the
          reasonable  related  costs  incurred  by the  Parent  as  part of such
          exercise) of any issue of shares, rights issue or other equity raising
          by the Parent  including,  for the avoidance of doubt, the exercise of
          any  option to call on the  Parent  to issue  shares  permitted  under
          clause  12.2.11(b)  (other than shares issued as consideration for any
          Permitted  Acquisition and the issue of shares  permitted under clause
          12.2.6(c)  (Acquisitions))  in or  towards  immediate  prepayment  and
          cancellation  of the  Facilities  in  accordance  with clauses  8.6.5,
          8.6.6, 8.7 and 8.8.

8.6.3     Zenith Joint  Venture  Agreement:  The Parent shall (or shall  procure
          that it and the  other  Borrowers  shall)  be  obliged  to apply in or
          towards  immediate  prepayment and  cancellation  of the Facilities in
          accordance  with clauses  8.6.5,  8.6.6,  8.7 and 8.8 the Net Proceeds
          received by any member of the Group from:

                                       37
<PAGE>

          (a)  any exercise of any of the put or call  options  under the Zenith
               Joint Venture Agreement or any other disposal of shares (or other
               interests) in Zenith;

          (b)  any claims for damages or other remedies in respect of any breach
               of any of the put and call  options in the Zenith  Joint  Venture
               Agreement;

          (c)  any  claim  in  respect  of  all   warranties,   indemnities  and
               representations  contained in the Zenith Joint Venture  Agreement
               to the  extent  connected  to any of the  put  and  call  options
               contained therein; and

          (d)  any  Flotation   of,  or  sale  or  other   disposal  of  all  or
               substantially  all of its assets and  undertakings  by, Zenith or
               any of its Subsidiaries.

8.6.4     Disposal of assets:

          (a)  Subject  to clause  8.6.4(b),  but  without  prejudice  to clause
               12.2.4  (Disposals),  if any member of the Group  disposes of any
               assets (including shares and fixed assets) to any person which is
               not a member of the Group, of Which:

               (i)  the aggregate Net Proceeds are at least  (pound)500,000  (or
                    its equivalent at the date of the relevant disposal) (each a
                    relevant disposal"); and

               (ii) the  aggregate  Net  Proceeds of relevant  disposals  by the
                    Group   in   any   Financial   Year   are   in   excess   of
                    (pound)5,000,000  (or  its  equivalent  at the  date  of the
                    relevant disposal),

               the Parent shall (or shall  procure  that it and other  Borrowers
               shall),  apply an amount equal to the  aggregate  Net Proceeds of
               such relevant  disposals which are in excess of  (pound)5,000,000
               (or its equivalent) in mandatory  prepayment and  cancellation of
               the Facilities in accordance with clauses 8.6.5.  8.6.6,  8.7 and
               8.8.

          (b)  The  provisions of clause  8.6.4(a) will not apply in relation to
               the disposals referred to in clauses 12.2.4(a),  12.2.4(c),  (d),
               (e), (f) and (g).

8.6.5     Application of mandatory  prepayment:  All amounts to be prepaid under
          clause 8.6 shall be applied:

          (a)  firstly,  in prepayment of the Revolving  Credit Facility by such
               amount  being  applied  in  prepayment  of the  Revolving  Credit
               Facility Advances and the immediate cancellation of an equivalent
               amount of the  Commitments  in  respect of the  Revolving  Credit
               Facility (pro rata to the relevant Banks' respective  Commitments
               in respect of that Facility); and

          (b)  once all the Revolving Credit Facility Advances have been prepaid
               or repaid in full and the  equivalent  amount of the  Commitments
               have been  cancelled,  pro rata in  prepayment  of the  Swingline
               Facility  and  the  Overdraft  Facility  (pro  rata  the  amounts
               outstanding   to  the  Overdraft  Bank  and  the  Swingline  Bank
               (including any  Outstanding L/C Liability)) and such relevant pro
               rata amounts being applied, in the case of the Swingline Facility
               first in prepayment  of the  outstanding  Swingline  Advances and
               secondly  as cash cover in respect of the  outstanding  Swingline
               Letters of Credit and, in the case of the Overdraft Facility,  in
               prepayment  of all  Utilisations  thereunder,  and the  immediate
               cancellation  of an  equivalent  amount  of  the  Commitments  in
               respect of such Facilities (pro rata to the Swingline  Bank's and
               the Overdraft Bank's  Commitments in respect of those Facilities)
               and the Commitments in respect of the Revolving Credit Facility,

          and for the avoidance of doubt,  to the extent that the Commitments in
          respect of the Revolving  Credit  Facility are less than the aggregate
          of the  Commitments  in  respect  of the  Swingline  Facility  and the
          Overdraft  Facility then the  Commitments  in respect of the Swingline
          Facility and the  Overdraft  Facility will be reduced pro rata so that
          their  aggregate  does  not  exceed  the  Revolving   Credit  Facility
          Commitments.

                                       38
<PAGE>

8.6.6     Cash  Collateral:  If this clause 8.6 would  require the  Borrowers to
          procure  prepayment  of any Advance  otherwise  than on its  Repayment
          Date,  the Borrowers can elect (by written notice made to the Agent to
          be  received  not later  than 10 a.m.  on the date of  receipt  of the
          relevant amounts to be prepaid) to credit the amount to be repaid to a
          Cash  Collateral  Account in the name of the relevant  Borrower on the
          date on which such prepayment would, but for this clause, be due to be
          made and to prepay the relevant  Advance at the Repayment Date of such
          Advance.  Following  any such  election,  and  provided  the  required
          payment is made to such Cash  Collateral  Account,  the  obligation to
          prepay the relevant Advance will not arise until the Repayment Date of
          such Advance. The Borrowers irrevocably authorise the Agent and Common
          Security Trustee to withdraw monies from such Cash Collateral  Account
          and apply such  monies  against  prepayments  which are due to be made
          under this  Agreement  (and amounts due under clause 8.8) or, upon the
          occurrence  of an Event of Default in respect of which notice has been
          given  pursuant  to clause  14.2,  against any amounts due and payable
          under the Finance Documents.

8.7       Revolving Credit Advances

          Any prepayment of Revolving Credit Advances under this Agreement shall
          be  applied  firstly  in  prepayment  of  Revolving   Credit  Advances
          outstanding prior to the  Restructuring  Date (or any rollover of such
          Advances) and then in prepayment  of all other  outstanding  Revolving
          Credit Advances.

8.8       Amounts payable on prepayment

          Any prepayment  under this Agreement  shall be made in the currency in
          which the relevant Advance or Utilisation is then denominated together
          with:  (a)  accrued  interest  to the  date  of  prepayment;  (b)  any
          additional  amount  payable under clauses 10.5,  16.2 or 16.5; (c) all
          other sums  payable by the  Borrowers  to the  relevant  Bank  Finance
          Parties  under  this  Agreement  including,  without  limitation,  any
          accrued  commitment  commission  payable  under  clause  9.1.3 and any
          amounts  payable under clause 15.1;  and (d) where the  Facilities are
          prepaid  and  cancelled  in full,  the fees in clause  9.1.8 and 9.1.9
          together with the interest accrued thereon.

8.9       Notice of prepayment

          No  prepayment  may be  effected  under  clause  8.4 or 8.5 unless the
          relevant  Borrower shall have given the Agent at least 5 Banking Days'
          notice of its  intention  to make  such  prepayment.  Every  notice of
          prepayment  shall be  effective  only on actual  receipt by the Agent,
          shall be  irrevocable  and shall oblige the relevant  Borrower to make
          such prepayment on the date specified.

8.10      Cancellation of Commitments

          The Parent may at any time during the  Availability  Period in respect
          of the  Revolving  Credit  Facility by notice to the Agent  (effective
          only on actual receipt) cancel with effect from a date not less than 5
          Banking  Days after the  receipt by the Agent of such notice the whole
          or any part  (being  (pound)5,000,000  or any  larger  sum which is an
          integral  multiple  of  (pound)1,000,000)  of  the  Total  Commitments
          without penalty. Any such notice of cancellation, once given, shall be
          irrevocable and upon such cancellation taking effect the Commitment of
          each Bank shall be reduced proportionately.

8.11      Allocation of reduction of commitments

          If the Total  Commitments  are to be reduced or cancelled in part (but
          not in whole) pursuant to any provision of this Agreement  (except for
          cancellation of Commitments  under clause 8.6) such reduction shall be
          allocated  against  the  Revolving  Credit  Facility,   the  Swingline
          Facility and the  Overdraft  Facility as the Parent shall  specify and
          the Commitment of each Bank shall be reduced proportionately.

                                       39
<PAGE>

8.12      Prepayments to be subject to the terms of the Intercreditor Agreement

          For so long as the lntercreditor  Agreement remains valid and binding,
          the amount of all  prepayments  made pursuant to clauses 8.4, 8.5, and
          8.6  must  first  be paid  over to the  Common  Security  Trustee  for
          application  in  accordance  with  the  terms  of  the   Intercreditor
          Agreement,  and the amount of such prepayments paid for the benefit of
          the Bank Finance Parties from such  application by the Common Security
          Trustee shall then be applied in prepayment  and  cancellation  of the
          Facilities  in  accordance  with  the  terms of  clause  8.

9         Fees and expenses

9.1       Fees

          The Parent shall pay to the Agent  whether or not any Advance is drawn
          or any Utilisation made:

9.1.1     Arrangement fee: [deleted];

9.1.2     Agency fee:  for the account of the Agent,  an agency fee of an amount
          and on the basis  agreed  between the Parent and the Agent in a letter
          dated on or around the date of the Restructuring Deed;

9.1.3     Commitment Commission:

          (a)  on the dates falling at three month  intervals  after the date of
               this Agreement and on the last day of the Availability  Period in
               respect of the Revolving Credit Facility, for the account of each
               Bank,  commitment  commission  computed at 1.25% per annum on the
               daily undrawn and uncancelled amount of such Bank's Commitment in
               respect of the Revolving Credit Facility; and

          (b)  if a  Revolving  Credit  Advance is  outstanding  in an  Optional
               Currency,  the amount of the Commitments treated as drawn for the
               purpose  of  calculating   commitment  commission  shall  be  the
               Sterling Amount of such Revolving Credit Advance;

9.1.4     Conversion fee: [deleted]

9.1.5     Swingline Bank fee: on the dates falling at quarterly  intervals after
          the  date of the  Restructuring  Deed and on the  Termination  Date in
          respect  of the  Revolving  Credit  Facility,  for the  account of the
          Swingline  Bank, a Swingline  Bank fee and Swingline  Letter of Credit
          fee of amounts  agreed  between the Parent and the Swingline Bank in a
          letter dated on or around the date of the Restructuring Deed;

9.1.6     Overdraft Bank fee: on the dates falling at quarterly  intervals after
          the date of this Agreement and on the  Termination  Date in respect of
          the Revolving Credit Facility,  for the account of the Overdraft Bank,
          an Overdraft  Bank fee of an amount agreed  between the Parent and the
          Overdraft  Bank in a  letter  dated 4 July  2000  (and on and from the
          Restructuring  Date the  reference  in such letter to clause  9.1.8 of
          this  Agreement  shall be  deemed  to refer  to  clause  9.1.6 of this
          Agreement);

9.1.7     Common  Security  Trustee Fee: for the account of the Common  Security
          Trustee,  a trustee fee of an amount and on the basis  agreed  between
          the  Parent and the Common  Security  Trustee in a letter  dated on or
          around the date of the Restructuring Deed;

9.1.8     Deferred  fee: on 8 November  2004 or on such earlier date (if any) on
          which (i) an Event of Default occurs or (ii) the Total Commitments are
          reduced to zero under or pursuant to this  Agreement,  for the account
          of  the  Banks  (pro-rata  to  their  Commitments  in  respect  of the
          Revolving  Credit  Facility),  a deferred fee in Sterling  which shall
          accrue  quarterly  in arrears  from the date of the  execution  of the
          Agreement  in  Principle  and  shall  be  calculated  at  1.00% of the
          Sterling  Amount of the average  daily  principal  outstanding  amount
          (including any Outstanding L/C Liability) under the Facilities  during
          the two most recent quarters, together

                                       40
<PAGE>

          with  interest on such  deferred  fee which shall  accrue at 9.25% per
          annum on the amount of each quarterly accrual of the deferred fee; and

9.1.9     PIK  Management  fee:  for the account of the Banks (pro rata to their
          Commitments) a management fee ("P1K  Management Fee") paid in Sterling
          as follows:

          (a)  the P1K  Management  Fee shall be  calculated  at the end of each
               Quarter as a percentage rate (the "Rate") of the average daily
               principal outstandings under the Facilities (including the amount
               of any  Outstanding  L/C  Liability)  during the two most  recent
               Quarters;

          (b)  the  Rate  to be  applied  at the end of each  Quarter  shall  be
               determined   according  to  the  ratio  of   Consolidated   Gross
               Borrowings to Consolidated EBITDA as set out in the table below:

<TABLE>
<CAPTION>
Quarter Ending                  Consolidated Gross Borrowings : Consolidated EBITDA

<S>                  <C>            <C>               <C>               <C>               <C>
March 2002           less than      greater than      greater than      greater than      greater than
                     or equal to        4.60             4.84              5.08              5.32
                       4.60         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        4.84             5.08              5.32

June 2002            less than      greater than      greater than      greater than      greater than
                     or equal to        6.25             6.81              7.38              7.94
                       6.25         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        6.81             7.38              7.94

September 2002       less than      greater than      greater than      greater than      greater than
                     or equal to        3.56             3.84              4.13              4.41
                       3.56         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.84             4.13              4.41

December 2002        less than      greater than      greater than      greater than      greater than
                     or equal to        3.37             3.71              4.06              4.40
                       3.37         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.71             4.06              4.40

March 2003           less than      greater than      greater than      greater than      greater than
                     or equal to        3.40             3.59              3.77              3.96
                       3.40         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.59             3.77              3.96

June 2003            less than      greater than      greater than      greater than      greater than
                     or equal to        3.28             3.40              3.52              3.63
                       3.28         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.40             3.52              3.63

September 2003       less than      greater than      greater than      greater than      greater than
                     or equal to        3.22             3.35              3.49              3.62
                       3.22         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.35             3.49              3.62

December 2003        less than      greater than      greater than      greater than      greater than
                     or equal to        2.89             3.02              3.15              3.27
                       2.89         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.02             3.15              3.27

March 2004           less than      greater than           -                 -                 -
                     or equal to        2.89
                       2.89         but less than
                                     or equal to
                                        3.00

June 2004            less than      greater than            -                -                 -
                     or equal to        2.70
                       2.70         but less than
                                     or equal to
                                        3.00

September 2004       less than      greater than            -                -                 -
                     or equal to        2.70
                       2.70         but less than
                                     or equal to
                                        2.75

Rate                   0.00%            0.50%            1.00%             1.50%             2.00%
</TABLE>

          (c)  for the purposes of paragraph (b)  Consolidated  Gross Borrowings
               and  Consolidated  EBITDA shall be calculated in accordance  with
               clause  13 and the  ratio of  Consolidated  Gross  Borrowings  to
               Consolidated EBITDA shall be tested by reference to the Quarterly
               Management  Accounts and the related  Compliance  Certificate  in
               respect of the relevant  Quarter  delivered to the Agent pursuant
               to  clauses  12.1.6(a)  and  (d),  provided  that if the  Audited
               Financial  Statements  and the related  Auditor's  Report for any
               Financial Year delivered in accordance with clauses 12.1.6(a) and
               (e) show different determinations for those Financial Definitions
               than those shown in the  Quarterly  Management  Accounts  for the
               last  Quarter in that  Financial  Year,  such  Audited  Financial
               Statements shall prevail in respect of such determinations;

          (d)  the PIK Management Fee shall accrue at the end of each Quarter in
               accordance with paragraphs (a) to (c) above (subject to paragraph
               (e) below),  but shall not be payable  until the earliest of (the
               "PIK Management Fee Payment Date"):

               (i)  the reduction to zero of the Total Commitments in accordance
                    with the terms of this Agreement;

                                       41
<PAGE>

              (ii)  the prepayment in full of the Notes;

             (iii)  any enforcement of any of the Security Documents;

              (iv)  the occurrence of any Event of Default  specified in clauses
                    14.1.9  (Insolvency)  to  14.1.15  (Analogous   proceedings)
                    (inclusive);

               (v)  any  of  the  Notes   becoming  due  and  payable,   whether
                    automatically or by declaration; and

              (vi)  8 November 2004;

          (e)  to the extent that the "New Money Commitments" (as defined in the
               lntercreditor  Agreement) are repaid and cancelled in full at any
               time or all of the Bank Finance  Parties  agree to terminate  the
               priority  treatment of such New Money Commitments under the terms
               of the lntercreditor  Agreement at any time, any future accretion
               of the PIK  Management  Fee  shall  cease at the  later of any of
               those times and 1 January 2003,  provided that any PIK Management
               Fee that has been  calculated  for any Quarter prior to such time
               shall  continue to payable on the PIK Management Fee Payment Date
               and will continue to accrue interest in accordance with paragraph
               (f) below; and

          (f)  Interest shall accrue on the amount of each quarterly  accrual of
               the PIK  Management Fee at a rate of 9.25% per annum and shall be
               payable on the PIK Management Fee Payment Date.

9.2       Expenses

          The Parent shall pay to the Agent on demand:

9.2.1     all reasonable expenses  (including legal,  printing and out-of-pocket
          expenses)  incurred by the Bank Finance Parties in connection with the
          negotiation,  preparation and execution of the Bank Finance Documents,
          the  preparation and  distribution of the Information  Package and any
          Information  Memorandum  and of any  amendment or extension of, or the
          granting of any waiver or consent under,  the Bank Finance  Documents;
          and

9.2.2     all expenses (including legal and out-of-pocket  expenses) incurred by
          the Finance Parties or any of them in  contemplation  of, or otherwise
          in connection  with, the  enforcement or attempted  enforcement of, or
          preservation or attempted  preservation of any rights under,  any Bank
          Finance Document (including, without limitation, the fees and expenses
          of  accountants   or  other  experts   incurred  in  relation  to  any
          investigation into the affairs of the Group provided that if a Default
          has not occurred and no notification has been made under clause 12.1.8
          such fees shall not be payable by the Parent) or  otherwise in respect
          of the moneys owing under any Bank  Finance  Document,  together  with
          interest at the rate  referred to in clause 5.5 from the date on which
          such  expenses  were notified to the Parent to the date of payment (as
          well after as before judgment).

9.3       Value Added Tax (VAT)

          All fees and expenses  payable pursuant to this clause 9 shall be paid
          together  with an amount  equal to any value  added tax payable by the
          Bank  Finance  Parties  in respect  of such fees and  expenses  to the
          extent  that the Bank  Finance  Parties  are not able to recover  such
          Value  Added Tax.  Any value  added tax  chargeable  in respect of any
          services  supplied by the Bank Finance  Parties  under this  Agreement
          shall,  on delivery of a value added tax invoice,  be paid in addition
          to any sum agreed to be paid under this Agreement.

                                       42
<PAGE>

9.4       Stamp and other duties

          The Parent  shall pay all stamp,  documentary,  registration  or other
          similar  duties or Taxes  (including  any duties or Taxes  (other than
          Taxes on overall net income of the Bank Finance  Parties)  payable by,
          or assessed on, the Bank Finance  Parties) imposed on or in connection
          with the Bank Finance  Documents or the Facilities and shall indemnify
          the Bank Finance  Parties  against any liability  arising by reason of
          any delay or  omission  by the  Borrowers  to pay such duties or Taxes
          save for any stamp duty payable as a result of any  transfer  pursuant
          to clause 18.

10        Payments and Taxes; accounts and calculations

10.1      No set-off or counterclaim; distribution to the Banks

          Subject  to  clauses  10.5 and 10.6,  all  payments  to be made by the
          Borrowers  under  the Bank  Finance  Documents  shall be made in full,
          without any set-off or  counterclaim  whatsoever and free and clear of
          any deductions or withholdings,  in Sterling or the relevant  Optional
          Currency (except for costs, charges or expenses which shall be payable
          in the  currency  in  which  they  are  incurred)  on the due  date in
          immediately  available  cleared funds to the account of the Agent, the
          Swingline Bank or the Overdraft Bank (as relevant) at such bank as the
          Agent, the Swingline Bank or the Overdraft Bank (as relevant) may from
          time to time  specify for this  purpose.  Save where the Bank  Finance
          Documents  provide  for a  payment  to be made  for the  account  of a
          particular Bank  (including,  without  limitation,  clauses 8.5, 10.5,
          15.1, 15.2, 16.1 and 16.2 in which case the Agent shall distribute the
          relevant  payment  to the Bank  concerned,  or for the  account of the
          Swingline  Bank or the  Overdraft  Bank),  payments  to be made by the
          Borrowers under the Bank Finance Documents shall be for the account of
          all the Banks and the Agent shall  forthwith  distribute such payments
          in like funds as are  received  by the Agent to the Banks  rateably in
          accordance with their  Commitments or  Contributions,  as the case may
          be.

10.2      Payments by the Banks

          All sums to be  advanced  by the  Banks to the  Borrowers  under  this
          Agreement  shall be  remitted in  Sterling  or the  relevant  Optional
          Currency  in  immediately  available  cleared  funds  on the  relevant
          Drawdown  Date to the  account  of the Agent at such bank as the Agent
          may have  notified to the Banks and shall be paid by the Agent on such
          date in like funds as are  received by the Agent to the account of the
          relevant Borrower specified in the relevant Drawdown Notice.

10.3      Non-Banking Days

          When any payment under this Agreement  would otherwise be due on a day
          which  is not a  Banking  Day,  the due  date  for  payment  shall  be
          postponed  to the next  following  Banking Day unless such Banking Day
          falls in the next  calendar  month in which case payment shall be made
          on the immediately preceding Banking Day.

10.4      Agent may assume receipt

          Where any sum is to be paid under this  Agreement to the Agent for the
          account of another  person,  the Agent may assume,  unless it has been
          notified to the  contrary in  writing,  that the payment  will be made
          when due and may (but shall not be obliged to) make such sum available
          to the  person  so  entitled.  If it  proves  to be the case that such
          payment  was not made to the  Agent,  then the person to whom such sum
          was so made  available  shall on request  refund such sum to the Agent
          together with interest thereon  sufficient to compensate the Agent for
          the cost of making available such sum up to the date of such repayment
          and the person by whom such sum was payable shall  indemnify the Agent
          for any and all loss or expense  which the Agent may  sustain or incur
          as a consequence of such sum not having been paid on its due date.

                                       43
<PAGE>

10.5      Grossing-up for Taxes

          If at any time any  Borrower  is  required  to make any  deduction  or
          withholding  in respect of Taxes  (excluding  Taxes or Taxation on the
          overall net income,  profits or gains of a Bank Finance  Party imposed
          in the jurisdiction in which its principal or lending office under the
          Agreement is located) from any payment due under this Agreement and/or
          the Security  Documents  for the account of any Bank Finance Party (or
          if the Agent is required  to make any such  deduction  or  withholding
          from a  payment  to any  Arranger  or a  Bank),  the sum due  from the
          relevant Borrower in respect of such payment shall,  subject to clause
          10.6, be increased to the extent  necessary to ensure that,  after the
          making of such  deduction  or  withholding,  each Bank  Finance  Party
          receives on the due date for such payment (and retains,  free from any
          liability in respect of such deduction or withholding) a net sum equal
          to the sum  which it would  have  received  had no such  deduction  or
          withholding been required to be made and that Borrower shall indemnify
          (on an after-tax  basis) each Bank Finance Party against any losses or
          costs  incurred  by any of  them  by  reason  of any  failure  of that
          Borrower to make any such deduction or withholding or by reason of any
          increased  payment  not being  made on the due date for such  payment,
          save  only  to the  extent  that  such  failure  by that  Borrower  is
          attributable  to a breach by a Bank  Finance  Party of the warranty in
          clause 10.7 or of its obligation promptly to notify that Borrower of a
          change in its status  pursuant to clause  10.7.  Such  Borrower  shall
          promptly  deliver  to the Agent any  receipts,  certificates  or other
          proof  evidencing  the  amounts (if any) paid or payable in respect of
          any  such  deduction  or  withholding   (other  than  a  deduction  or
          withholding made by the Agent).

10.6      Exceptions to gross-up

10.6.1    If any Bank is not or ceases  to be a  Qualifying  Bank then  (save in
          circumstances where such Bank ceases to be a Qualifying Bank by reason
          of any change in law or regulation or double taxation treaty or in its
          application  or  interpretation,  in each case taking effect after the
          date of this  Agreement)  the Borrowers  shall not be liable to pay to
          that Bank  under  clause  10.5 any sum in excess of the sum they would
          have been  obliged to pay if that Bank had been,  or had not ceased to
          be, a Qualifying Bank.

10.6.2    Subject to clause 10.8.3,  no US Borrower shall be required to pay any
          additional  amount on  account  of any taxes of, or  imposed  by,  the
          United States  pursuant to clause 10.5 to any Bank if such Bank is not
          entitled on the date on which it becomes a party to this  Agreement to
          submit  Internal  Revenue  Service  Form  W-8BEN  (with  respect  to a
          complete  exemption  under an income  tax  treaty)  (or any  successor
          thereto) or Internal  Revenue  Service  Form W-8ECI (or any  successor
          thereto) so as to meet its  obligations to submit such a form or other
          certificate pursuant to clause 10.8 or if such Bank otherwise fails to
          submit  such a form or  certificate  that  it is  required  to  submit
          pursuant to clause 10.8.

10.6.3    Any Bank which is a Qualifying Bank by virtue of being a Treaty Lender
          shall,  as soon as reasonably  practicable  and  permissible  after it
          becomes  a  party  to  this  Agreement  submit  to  the  relevant  tax
          authorities in the country of residence of such Bank the relevant form
          required  for the purpose of  obtaining  a  direction  from the Inland
          Revenue or any equivalent  tax authority,  that payment may be made by
          each relevant  Borrower or (as the case may require) the Agent to such
          Lender (i) in the case of an Existing  Bank,  without any deduction or
          withholding  in  respect  of tax or (ii) in the case of a  Substitute,
          subject to a  withholding  or deduction in respect of tax to an extent
          no greater than that which applied at the time of the  substitution to
          the Existing Bank from which the  Substitute  acquired its  Commitment
          and/or  Contribution  and  if any  Bank  fails  to  comply  with  such
          obligation the Borrower shall not be obliged to pay to such Bank under
          clause  10.5 any sum in  excess  of the sum  which it would  have been
          required to pay to such Bank had it complied  with the  obligation  in
          this clause 10.6.3.

10.6.4    No Bank is obliged  to deliver  any form or  declaration  under  dause
          10.6.3 if the Bank is unable to complete the form or  declaration in a
          manner  which will enable the  Borrower  to make  payment to that Bank
          without  deduction or  withholding in respect of Taxes in the relevant
          jurisdiction as a result of the introduction of or any change in or in
          the  interpretation  or application by any relevant  authority of, any
          law,  treaty or regulation or any practice,  position or concession of
          the relevant tax authority after the date of this Agreement.

                                       44
<PAGE>

10.6.5    If any forms previously delivered under clause 10.8.2 or sub-paragraph
          (i) or (ii) of the definition of US Lender shall have expired,  become
          obsolete,  invalid or  inaccurate in any respect which has resulted in
          the loss of any applicable  exemption from  withholding  and,  (except
          where the reason for such obsolescence,  invalidity or inaccuracy is a
          change  in,  or in  the  interpretation  or  application  of,  or  the
          introduction  of any law or  regulation in each case after the date of
          this  Agreement)  following  not less than thirty days' prior  written
          notice from each relevant US Borrower to the Agent (as to such bank or
          financial  institution),  such bank or financial institution shall not
          have  delivered  to the  Agent  and  such  Borrower  one or more  then
          currently  effective forms described under such  sub-paragraph  (i) or
          (ii),  the relevant US Borrower  shall not be obliged to pay such Bank
          under  clause  10.5 any sum in excess  of the sum which it would  have
          been required to pay to such Bank had such forms not become  obsolete,
          invalid or inaccurate in which case this clause 10.6.5 shall not apply
          to such US Lender.

10.7      Qualifying Banks

          Each Bank agrees  promptly to notify the Agent and the Borrowers if it
          ceases,  or  intends  to cease,  to be a  Qualifying  Bank,  or, if it
          derives its status,  or intends to derive its status,  as a Qualifying
          Bank from a different  paragraph or sub paragraph of the definition of
          Qualifying Bank.

10.8      US Tax forms

10.8.1    Except as otherwise agreed by the Parent, each Bank (other than a Bank
          organised under the federal laws of, or the laws of any of, the United
          States of America  or the  District  of  Columbia)  shall,  subject to
          paragraph (c) below,  deliver to each US Borrower and the Agent within
          30 days from the date it becomes a party to this  Agreement (and prior
          to the expiry of any such form previously  provided by that Bank), two
          accurate and complete  original  signed copies of US Internal  Revenue
          Service Form W-8BEN  (with  respect to a complete  exemption  under an
          income tax treaty) or W-8ECI, whichever is applicable or any successor
          or  additional  form allowing the US Borrower to make payments to that
          Bank without deduction or withholding in respect of federal income tax
          in the United  States of America  provided  that  W-8BEN or W-8ECI (or
          successor  forms) shall be delivered no later than the first Repayment
          Date after the relevant Bank becomes a party to this Agreement.

10.8.2    Except as otherwise agreed by the Parent,  each Bank that is organised
          under the federal laws of, or the laws of any of, the United States of
          America or the District of Columbia  shall,  subject to paragraph  (c)
          below,  deliver to each US Borrower  and the Agent within 30 days from
          the date it becomes a party to this Agreement (and prior to the expiry
          of any such form  previously  provided by the Bank) two  accurate  and
          complete  original copies of duly executed US Internal Revenue Service
          Forms W-9 or any successor to such form.

10.8.3    No Bank is obliged to  deliver  any  form(s)  under  clause  10.6.2 or
          clauses  10.8.1 or 10.8.2  above if the Bank is unable to complete the
          form(s) in a manner which will enable the US Borrower to make payments
          to that Bank without  deduction or  withholding in respect of Taxes in
          the United States of America as a result of the introduction of or any
          change in, or in the  interpretation  or  application  by any relevant
          authority of, any law, treaty or regulation or any practice,  position
          or  concession  of the US Internal  Revenue  Service after the date of
          this Agreement.

10.8.4    The Agent  agrees that it will  furnish on the date of this  Agreement
          (and prior to the expiry of any such form  previously  provided by the
          Agent) to each US  Borrower,  with  respect to fees payable to it, two
          accurate and complete  original  signed  copies of either (i) Internal
          Revenue  Service Forms W-8ECI (or successor form) (if the services are
          performed by a US branch),  or (ii) a statement that the services will
          be performed  entirely  outside the US, or, if  appropriate,  Internal
          Revenue Service Form W-8BEN  (establishing a complete  exemption under
          an income tax treaty) with respect to those services.

                                       45
<PAGE>

10.9      Claw-back of tax benefit

          If following any such  deduction or  withholding  as is referred to in
          clause 10.5 any Bank shall  receive or be granted a credit  against or
          remission  for any Taxes  payable by it, such Bank shall,  where it is
          able to utilise  such  credit or  remission,  subject to the  relevant
          Borrower  having made any increased  payment in accordance with clause
          10.5 and to the extent  that such Bank can do so  without  prejudicing
          the  retention of the amount of such credit or  remission  and without
          prejudice  to the  right of such Bank to  obtain  any other  relief or
          allowance  which may be available to it,  reimburse  the Borrower with
          such amount as the Bank shall in its  absolute  discretion  (acting in
          good faith)  certify to be the  proportion of such credit or remission
          as will  leave  that  Bank  (after  such  reimbursement)  in no  worse
          position  than it would have been in had there been no such  deduction
          or withholding  from the payment by the Borrower.  Such  reimbursement
          shall be made forthwith upon such Bank  certifying  that the amount of
          the credit or remission has been received by it. Nothing  contained in
          this  Agreement  shall oblige any Bank to rearrange its tax affairs or
          to   disclose   any   information   regarding   its  tax  affairs  and
          computations. Without prejudice to the generality of the foregoing, no
          Borrower  shall, by virtue of this clause 10.9, be entitled to enquire
          about any Bank's tax affairs.

10.10     Bank accounts

          Each Bank, the Swingline Bank and the Overdraft Bank,  shall maintain,
          in  accordance  with its  usual  practices,  an  account  or  accounts
          evidencing the amounts from time to time lent by, owing to and paid to
          it under this  Agreement.  The Agent shall maintain a control  account
          showing  each  Revolving  Credit  Advance  and other sums owing by the
          Borrowers  under this  Agreement  and all payments in respect  thereof
          made by the Borrowers from time to time.  The control  account for the
          Overdraft  Facility  shall be maintained by the Overdraft Bank and the
          control account for the Swingline  Facility shall be maintained by the
          Swingline Bank. The control accounts shall, in the absence of manifest
          error,  be prima facie  evidence of the amount from time to time owing
          by the Borrowers under this Agreement.

10.11     Partial payments

          If, on any date on which a payment is due to be made by the  Borrowers
          under the Bank  Finance  Documents,  the amount  received by the Agent
          from the Borrowers or the Common Security  Trustee (after  application
          in accordance  with the  Intercreditor  Agreement)  falls short of the
          total  amount of the payment due to be made by the  Borrowers  on such
          date then, without prejudice to any nghts or remedies available to the
          Agent and the Banks under the Bank Finance Documents,  the Agent shall
          apply the amount  actually  received  from the Borrowers in or towards
          discharge of the  obligations of the Borrowers under this Agreement in
          the  following  order,  notwithstanding  any  appropriation  made,  or
          purported to be made, by the Borrowers:

10.11.1   firstly,  in or towards  payment,  on a pro rata basis,  of any unpaid
          fees,  costs and  expenses of the Agent  and/or the  Security  Trustee
          and/or the Common Security Trustee under the Bank Finance Documents;

10.11.2   secondly, in or towards payment to the Arrangers of any portion of the
          arrangement fee payable under clause 9.1.1 remains unpaid;

10.11.3   thirdly, in or towards payment to the Swingline Bank and the Overdraft
          Bank,  on a pro rata basis,  of any  Swingline  Bank Fee and Overdraft
          Bank Fee payable under clauses 9.1.5 and 9.1.6 which remains unpaid;

10.11.4   fourthly,  in or towards payment to the Banks, on a pro rata basis, of
          any accrued  commitment  commission  payable  under clause 9.1.3 which
          shall have become due and payable but remains unpaid;

10.11.5   fifthly,  in or towards  payment to the Banks,  the Swingline Bank and
          the Overdraft  Bank, on a pro rata basis,  of any accrued  interest or
          Swingline Letter of Credit  Commission which shall have become due and
          payable but remains unpaid;

                                       46
<PAGE>

10.11.6   sixthly,  in or towards  payment to the Banks,  the Swingline Bank and
          the Overdraft  Bank, on a pro rata basis, of any principal which shall
          have become due and payable but remains unpaid; and

10.11.7   seventhly,  in or towards  payment  of any other sum which  shall have
          become  due but  remains  unpaid  (and,  if more  than one such sum so
          remains unpaid, on a pro rata basis).

          The  order of  application  set out in this  clause  10.11.4 - 10.11.7
          shall be  varied  by the Agent if the  Banks so  direct,  without  any
          reference to, or consent or approval from, the Borrowers.

10.12     Calculations

          All  interest  and other  payments  of an  annual  nature  under  this
          Agreement  shall accrue from day to day and be calculated on the basis
          of actual days  elapsed  and (in the case of  Sterling) a 365 day year
          and (in the case of currencies other than Sterling) a 360 day year. In
          calculating the actual number of days elapsed in a period which is one
          of a series of consecutive  periods with no interval between them or a
          period  on the  last  day of  which  any  payment  falls to be made in
          respect of such period, the first day of such period shall be included
          but the last day excluded.

10.13     Certificates

          Any certificate or  determination  of any Bank Finance Party as to any
          rate of interest or any amount payable under this Agreement  shall, in
          the absence of manifest  error, be prima facie evidence of the rate of
          interest or amount payable.

10.14     Effect of monetary union

          If the  country  of any  national  currency  in which  any  amount  is
          expressed to be payable under this Agreement  participates in Economic
          and  Monetary  Union in  accordance  with  Article 109j of the Treaty,
          then:

10.14.1   any amount  expressed  to be  payable  under  this  Agreement  in that
          national  currency shall be made in that national currency or in euro,
          as designated by the Agent after  consultation with the Parent and the
          Banks;

10.14.2   any amount so required to be paid in euro shall be converted from that
          national  currency at the rate stipulated  pursuant to Article 109l(4)
          of the Treaty and  payment  of the  amount in euro  derived  from such
          conversion shall discharge the obligation of the relevant party to pay
          such national  currency amount in accordance with, and subject to, the
          Regulation(s) made pursuant to Article 109l(4) of the Treaty;

10.14.3   after  consultation  with the Parent and the Banks the Agent  shall be
          entitled to make such  amendments  to this  Agreement  as necessary to
          take account of monetary  union and any  consequent  changes in market
          practices  (whether as to the  settlement or rounding of  obligations,
          the calculation of interest or otherwise howsoever) provided that such
          amendments will not create obligations for the Borrowers which have an
          overall  financial  impact that is  materially  more  onerous than the
          obligations created by this Agreement.

          Any amendment so made to this Agreement by the Agent shall be promptly
          notified to the Banks and the Parent by the Agent and shall be binding
          on all the Bank Finance Parties and all the Borrowers.

10.15     Continuation of the Conversion Advance in Sterling or euros

          [deleted]

                                       47
<PAGE>

11        Representations and warranties

11.1      Representations and warranties

          Each Borrower  makes the following  representations  and warranties to
          each of the Bank Finance Parties:

11.1.1    Due incorporation: the Obligors and the Material Subsidiaries are duly
          established  or  incorporated  (and  in  the  case  of  a  corporation
          incorporated  in the  United  States,  validly  existing  and in  good
          standing)  under the laws of the  respective  countries  and/or (where
          relevant) states of their incorporation as limited liability companies
          (except  for  CCG.XM)  and have  power  to  carry on their  respective
          businesses as they are now being conducted and to own their respective
          property and other assets;

11.1.2    Corporate  Power:  each  Obligor  has power to  execute,  deliver  and
          perform its  obligations  under each of the Bank Finance  Documents to
          which it is a party and (in the case of the  Borrowers)  to borrow the
          Commitments; all necessary corporate, shareholder and other action has
          been taken (or, in the case of the Security  Documents,  will be taken
          prior to their  execution)  to authorise the  execution,  delivery and
          performance  of the  same  and no  limitation  on  the  powers  of the
          Borrowers to borrow will be exceeded as a result of  borrowings  under
          this Agreement or on the powers of the  Guarantors to give  guarantees
          will be exceeded as a result of the Guarantees;

11.1.3    Binding  obligations:  this Agreement  constitutes  and the other Bank
          Finance Documents, when executed and delivered will constitute,  valid
          and  legally  binding  obligations  of each  Obligor  which is a party
          thereto enforceable in accordance with their respective terms, save as
          disclosed  in  the  qualifications  to  the  relevant  legal  opinions
          provided  under  part  A  of  Schedule  4  (as  stated  prior  to  the
          Restructuring Date) and under Schedule 5 of the Restructuring Deed;

11.1.4    No conflict with other obligations: the execution and delivery of, the
          borrowing of the Commitments and the performance of their  obligations
          under,  and  compliance  with the  provisions  of,  the  Bank  Finance
          Documents by the  Obligors  will not (i)  contravene,  to any material
          extent,  any existing  applicable law, statute,  rule or regulation or
          any judgment,  decree or permit to which any of them are subject, (ii)
          conflict with, to any material extent,  or result in any breach of any
          of the material terms of, or constitute a material  default under, any
          agreement or other  instrument  to which any of them are a party or is
          subject or by which any of their property is bound,  (iii)  contravene
          or conflict  with any  provision of their  respective  Memorandum  and
          Articles of Association, Articles of Incorporation, Bye-laws, Statutes
          or other  constitutional  documents  or (iv) result in the creation or
          imposition of or oblige any of them to create any  Encumbrance  (other
          than a Permitted  Encumbrance) on any of their  undertakings,  assets,
          rights or revenues;

11.1.5    Consents obtained: (subject, in the case of the Security Documents, to
          the  registration  and filing  requirements  (if any) disclosed in the
          qualifications  to the legal opinions provided under Schedule 5 of the
          Restructuring  Deed)  every  material  consent  from,   authorisation,
          licence  or  approval  of, or  registration  with or  declaration  to,
          governmental or public bodies or authorities or courts required by any
          Obligor to authorise,  or required by any Obligor in connection  with,
          the execution, delivery, validity,  enforceability or admissibility in
          evidence of any of the Bank  Finance  Documents to which it is a party
          or the performance by any Obligor of its obligations  under any of the
          Bank  Finance  Documents  to which it is a party has been  obtained or
          made (or, in the case of the Security  Documents,  will be obtained or
          made,  as the case may be, prior to their  execution)  and is (or will
          be) in full force and effect in all  material  respects  and there has
          been no  default  in the  observance  of the  material  conditions  or
          restrictions  (if any) imposed in, or in connection  with,  any of the
          same;

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<PAGE>

11.1.6    No filings required:  (subject, in the case of the Security Documents,
          to the registration and filing  requirements (if any) disclosed in the
          qualifications  to the legal opinions provided under Schedule 5 of the
          Restructuring Deed) any notarisation,  filing, recording, registration
          or enrolment in any court,  public  office or elsewhere and any stamp,
          registration or similar tax or charge payable on or in relation to any
          of the Bank  Finance  Documents  necessary  to  ensure  the  legality,
          validity,  enforceability  or  admissibility in evidence of any of the
          Bank Finance  Documents has been made or paid, as the case may be (or,
          in the case of the Security  Documents,  will be made or paid,  as the
          case may be, prior to their execution), and the Bank Finance Documents
          are in proper form for their  enforcement  in the courts of England or
          of any  jurisdiction  whose laws are  expressed to govern the relevant
          Security Document;

11.1.7    No litigation: no litigation, arbitration or administrative proceeding
          is taking place,  pending or, to the knowledge of the directors of any
          Obligor or Material  Subsidiary,  threatened against any member of the
          Group which would or is reasonably likely, in the opinion of the Agent
          (acting  reasonably),  if  adversely  determined  to  have a  Material
          Adverse Effect;

11.1.8    No  defaults:  no member of the Group is (nor would with the giving of
          notice or lapse of time or the  satisfaction of any other condition or
          any  combination  thereof  be) in  breach of or in  default  under any
          agreement  relating  to  Borrowed  Money  to which it is a party or by
          which it may be bound  (unless the aggregate  principal  amount of the
          Borrowed Money pursuant to the agreements  which have been breached is
          less  than or  equal  to  (pound)1,000,000  or the  equivalent  in the
          currencies  in which the sums are  payable)  and no other  Default has
          occurred and is continuing;

11.1.9    Financial  statements  correct and complete:  the then latest  audited
          consolidated  financial  statements  of the  Group in  respect  of the
          relevant  Financial Year as delivered to the Agent under clause 12.1.6
          have been  prepared  in  accordance  with the  Appropriate  Accounting
          Principles which have been consistently applied and present fairly and
          accurately the consolidated  financial position of the Group as at the
          date  to  which  such  financial  statements  were  made  up  and  the
          consolidated  results of the  operations of the Group for the relevant
          Financial  Year ended on such date and, as at such date,  no member of
          the Group had any significant liabilities (contingent or otherwise) or
          any losses which are required to be and which are not disclosed by, or
          reserved against or provided for in, such financial statements;

11.1.10   Choice of law: the choice by the  relevant  Obligors of English law to
          govern the Bank  Finance  Documents  to which they are a party (to the
          extent that the same are  expressed to be governed by English law) and
          the  submission  by  the  relevant   Obligors  to  the   non-exclusive
          jurisdiction  of the High Court of  Justice in England  (to the extent
          that the relevant Obligors so submit) are valid and binding;

11.1.11   No  withholding  Taxes:  (on the basis  that all Banks are  Qualifying
          Banks at the  Restructuring  Date and that any Bank  required to do so
          and the Agent has provided the requisite tax forms pursuant to clauses
          10.6 and 10.8) no Taxes are imposed by withholding or otherwise on any
          payment to be made by any Obligor under the Bank Finance  Documents or
          are  imposed  on or by  virtue of the  execution  or  delivery  by any
          Obligor of the Bank  Finance  Documents  to which it is a party or any
          document or  instrument  to be executed  or  delivered  under the Bank
          Finance Documents to which it is a party;

11.1.12   Compliance  with  consents  and  licences:   every  material  consent,
          authorisation, licence or approval required by any Obligor or Material
          Subsidiary  in  connection  with the conduct of its  business  and the
          ownership,   use,  exploitation  or  occupation  of  their  respective
          property and assets has been  obtained and is in full force and effect
          in all  material  respects  and  there  has  been  no  default  in the
          observance of any of the material conditions and restrictions (if any)
          imposed  in,  or in  connection  with,  any of the  same  and,  to the
          knowledge of the directors of each Obligor or Material Subsidiary,  no
          circumstances  have arisen  whereby any  material  remedial  action is
          likely  to be  required  to be taken  by, or at the  expense  of,  any
          Obligor  or  Material  Subsidiary  under  or  pursuant  to any  law or
          regulation  applicable  to the  business,  property  or  assets of any
          Obligor or Material Subsidiary;

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<PAGE>

11.1.13   Ownership of assets:  all assets which are  necessary for the business
          of the  Group  are  beneficially  owned,  licensed  or  leased  by the
          relevant members of the Group free and clear of any Encumbrance  other
          than a Permitted Encumbrance;

11.1.14   Group Structure  Charts:  set forth in the Group Structure Charts is a
          substantially  complete and accurate  representation  of the structure
          and members of the Group as at the date of the Restructuring  Deed and
          the Restructuring Date;

11.1.15   Margin stock: no member of the Group is engaged  principally or as one
          of its major  activities  in the business of extending  credit for the
          purpose  of  purchasing  or  carrying  margin  stock  and  none of the
          proceeds of any  drawing  under any of the  Facilities  will be or has
          been used,  directly  or  indirectly,  to purchase or carry any margin
          stock or to extend  credit to others for the purpose of  purchasing or
          carrying margin stock;

11.1.16   Not an investment company: (in the case of each US Borrower) it is not
          an  "investment  company" as defined in the United  States  Investment
          Company Act of 1940 nor is it subject to any United States  federal or
          state  statute or  regulation  limiting its ability to incur  Borrowed
          Money;

11.1.17   ERISA:  none of the  Parent  or the  ERISA  Affiliates  are  making or
          accruing an obligation to make  contributions or has within any of the
          five calendar years  immediately  preceding the date of this Agreement
          made  or  accrued  an   obligation  to  make   contributions   to  any
          Multiemployer  Plan;  each  Plan  is in  compliance  in  all  material
          respects  with  ERISA and the Code;  each of the  Parent and the ERISA
          Affiliates has made all contributions  except as would not result in a
          material  liability to or under each such Plan  required by law within
          the applicable time limits prescribed thereby, the terms of such Plan,
          or any contract or agreement  requiring  contributions  to a Plan,  no
          ERISA Event has occurred,  and neither the Parent nor any of the ERISA
          Affiliates  has incurred or  reasonably  expects to incur any material
          liability to PBGC other than for premiums;

11.1.18   Intellectual Property Rights

          (a)  the Intellectual Property Rights owned by any member of the Group
               which are  material  in the  context  of the Group as a whole are
               free from any Encumbrance  other than Permitted  Encumbrances and
               any other rights or interests  in favour of third  parties  (save
               for those permitted by this Agreement) and any other Intellectual
               Property  Rights  owned by any  member of the Group are free from
               any  Encumbrance  and any other  rights or interests in favour of
               third  parties  other  than  Permitted   Encumbrances,   save  as
               permitted  either in the  ordinary  course of  business  or which
               would  not or are  not  reasonably  likely  to  otherwise  have a
               Material  Adverse  Effect  and save for  those  created  or to be
               created by or pursuant to the Security  Documents or permitted by
               this Agreement;

          (b)  the  Intellectual  Property  Rights  owned by or licensed to each
               member  of the  Group are all the  Intellectual  Property  Rights
               required by them to carry on their respective  businesses,  other
               than Intellectual  Property Rights the absence of rights to which
               would have no Material  Adverse Effect and no member of the Group
               in  carrying  on its  business  (so far as the  directors  of the
               Parent are aware) infringes any  Intellectual  Property Rights of
               any third  party in any  respect  where such  infringement  would
               have, or is reasonably likely (in the opinion of the Agent acting
               on the instructions of the Majority Banks,  acting reasonably) to
               have, a Material Adverse Effect;

          (c)  no Intellectual Property Rights which are material in the context
               of the Group as a Whole  owned by any member of the Group are, to
               the  knowledge of the directors of the Parent,  being  infringed,
               which  infringement  would have, or is reasonably  likely (in the
               opinion of the Agent acting on the  instructions  of the Majority
               Banks, acting reasonably) to have, a Material Adverse Effect; and

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<PAGE>

          (d)  no member of the Group has any knowledge,  nor is it aware of any
               claim,  that it is or is  reasonably  likely  to be liable to any
               person  for any  material  copyright  infringement  of any nature
               whatsoever as a result of the  operation of its  business,  which
               infringement  would have, or is reasonably likely (in the opinion
               of the Agent acting on the  instructions  of the Majority  Banks,
               acting reasonably) to have, a Material Adverse Effect;

11.1.19   Material Adverse Effect:  since the date of Accountant's  Report there
          has been no  development  or event which has had or, in the opinion of
          the Agent (acting on the  instructions of the Majority  Banks,  acting
          reasonably) is reasonably likely to have a Material Adverse Effect;

11.1.20   Lighthouse Due Diligence: [deleted]

11.1.21   Environmental matters:

          (a)  the  Parent is in  compliance  with the  undertakings  set out in
               clause  12.1.21,  in each case in respect  of all  members of the
               Group;

          (b)  no member of the Group has received  notice of any  Environmental
               Claim   and  no   member  of  the  Group  is  in  breach  of  any
               Environmental Law or any Environmental Licence to the extent that
               the same would be  reasonably  likely in the opinion of the Agent
               (acting reasonably) to have a Material Adverse Effect; and

          (c)  there is no  Environmental  Claim  pending or to the knowledge of
               the directors of any Obligor or a Material Subsidiary  threatened
               against  any  member  of the Group  which,  if  adversely  to its
               knowledge  determined,  would be reasonably likely in the opinion
               of the  Agent  (acting  reasonably)  to have a  Material  Adverse
               Effect;

11.1.22   Unaudited  financial   statements:   the  latest  unaudited  Quarterly
          Management  Accounts and Monthly Management  Accounts delivered to the
          Agent under  clauses  12.1.6(b)  and  12.1.6(c)  have been prepared in
          accordance with the Appropriate  Accounting Principles which have been
          consistently  applied and present  accurately in all material respects
          the  results  of  the   operations  of,  and  the   consolidated   (or
          unconsolidated as applicable)  financial position of the Group for and
          as at the end of, the period to which they relate;

11.1.23   Charged  Assets:  the  assets  listed  in  relevant  schedules  to the
          Security Documents are beneficially  owned by the relevant  Guarantors
          as  indicated  in  the  relevant  schedule,  are  not  subject  to any
          Encumbrance  (other than a Permitted  Encumbrance)  and such lists are
          true and  accurate  in all  material  respects  and will  represent  a
          complete  list in all material  respects of such  categories of assets
          owned by the Obligors as at the date of the relevant Security Document
          (except as agreed with the Agent prior to the Restructuring Date);

11.1.24   No Borrowed Money or Encumbrances: on the Restructuring Date, (i) none
          of the  Borrowers  and  the  other  members  of  the  Group  have  any
          liabilities in respect of Borrowed Money other than as permitted under
          clause 12.2 (Negative  Undertakings)  and (ii) no Encumbrances  (other
          than Permitted  Encumbrances) exist over the assets and undertaking of
          the Borrowers or any other member of the Group;

11.1.25   Information Package:

          (a)  all  factual  statements  contained  in the  Information  Package
               (excluding any financial  projections contained therein) were, as
               at their  respective  dates,  true and  accurate in all  material
               respects  and did not contain any untrue  statement of a material
               fact or (to the best of the  knowledge  of the  directors  of the
               Parent)  omit to  state a fact  necessary  in  order  to make not
               misleading  in any  material  respect  the  statements  contained
               therein; and

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<PAGE>

          (b)  all financial  projections which have been prepared by the Parent
               (or on its behalf) and contained in the Information  Package have
               been prepared in good faith and based upon assumptions which were
               or are  reasonable  at the time  prepared  and at the  time  made
               available to any Bank Finance Party;

11.1.26   Copies of documents to be true and accurate:  the copies of the Zenith
          Joint  Venture  Agreement  and the other  relevant  incorporation  and
          constitutional  documents or by-laws of the Obligors  delivered to the
          Arrangers in accordance with Schedule 5 of the Restructuring  Deed are
          true,  complete  and accurate in all material  respects  and,  save as
          otherwise  referred  to  therein  and so far as it is aware,  no other
          agreements, arrangements or understandings exist between all or any of
          the parties to those agreements and instruments which would materially
          affect  the  transactions  or  arrangements  contemplated  by the Bank
          Finance Documents; and

11.1.27   Clean  company:  (other than as may result from the  transfer to it of
          the Zenith Joint Venture  Agreement and the entry into of the Security
          Documents to which it is a party and the documents  ancillary  thereto
          and the  transactions and matters  contemplated  thereby) prior to the
          Restructuring  Date the Zenith SPV has not  undertaken  any trading or
          incurred any material  liabilities  of any nature  whatsoever  whether
          actual or contingent.

11.2      Repetition

11.2.1    The  representations  and warranties in clause 11.1 shall be deemed to
          be  repeated  by  each   Borrower  on  and  as  of  the  date  of  the
          Restructuring  Deed  and  the  Restructuring  Date  as  if  made  with
          reference to the facts and circumstances existing on each such day.

11.2.2    The  representations and warranties in clause 11.1 (other than clauses
          11.1.5 11.1.7, 11.1.8, 11.1.11,  11.1.12,  11.1.13,  11.1.14, 11.1.18,
          11.1.19, 11.1.21, 11.1.23, 11.1.24, 11.1.25, 11.1.26, and 11.1.27 (the
          "excluded  representations  and  warranties")  shall be  deemed  to be
          repeated  by each  Borrower on and as of each  Drawdown  Date and each
          Repayment   Date  as  if  made  with   reference   to  the  facts  and
          circumstances existing on each such day.

12        Undertakings

12.1      Positive undertakings

          Each Borrower  undertakes  with each of the Bank Finance Parties that,
          from the date of this  Agreement  and so long as any  moneys are owing
          under this Agreement or remain available for drawing by the Borrowers,
          it will (save where  permitted to do  otherwise  by the prior  written
          consent of the Agent,  acting upon the  instructions  of the  Majority
          Banks):

12.1.1    Notice of Default:

          (a)  (in the case of the  Parent)  promptly,  and in any event  within
               five  Banking  Days after a  Responsible  Officer of any  Obligor
               becomes  aware of the same,  inform  the Agent of any  occurrence
               which  would or is  reasonably  likely in its  opinion  to have a
               Material Adverse Effect; and

          (b)  (in the case of each Borrower) promptly,  and in any event within
               five  Banking  Days after a  Responsible  Officer of any  Obligor
               becomes aware of the same, inform the Agent of any Default,

               and in the case of each of paragraphs  (a) and (b) at the time of
               giving such information,  provide a written notice specifying the
               nature and period of the  existence  of the  relevant  occurrence
               having a Material  Adverse Effect or Default (as the case may be)
               and what  action  the Group is taking  or  proposes  to take with
               respect thereto;

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<PAGE>

12.1.2    Consents and licences: without prejudice to clauses 3 and 11.1, obtain
          or cause to be obtained,  maintain in full force and effect and comply
          in all material respects with the conditions and restrictions (if any)
          imposed  in,  or  in  connection   with,   every   material   consent,
          authorisation, licence or approval of governmental or public bodies or
          authorities  or courts and do, or cause to be done, all other acts and
          things which may from time to time be necessary  under  applicable law
          for the continued due  performance of all its  obligations  under this
          Agreement, and its obligations and the obligations of its Subsidiaries
          under  any  other  Bank  Finance  Documents  to which it or any of its
          Subsidiaries  is a  party,  and  in the  case  of  any  such  Security
          Documents, prior to the execution of such Security Documents;

12.1.3    Use of  proceeds:  use the proceeds of drawings  under this  Agreement
          exclusively for the respective purposes specified in clause 1.1;

12.1.4    Pari passu: except as preferences and priorities are created in favour
          of, and allocated among the Banks and the Noteholders  pursuant to the
          Intercreditor  Agreement,  the  Common  Security  Trust  Deed  and the
          Security  Documents,  ensure  that  (a)  its  obligations  under  this
          Agreement shall,  without  prejudice to the provisions of clause 12.2,
          at all times rank at least pari passu with all its other  present  and
          future unsecured and unsubordinated Indebtedness with the exception of
          any  obligations  which are  mandatorily  preferred  by law and not by
          contract,  and (b) the Security  Documents will have at all time first
          ranking  priority,  and will not be  subject  at any time to any prior
          ranking  or pari  passu  ranking  Encumbrances  other  than  Permitted
          Encumbrances   (except  as   specifically   stated  in  the   Security
          Memorandum);

12.1.5    Preparation  of  financial  statements:  it will  (in the  case of the
          Parent):

          (a)  Audited  Financial  Statements:  prepare  consolidated  financial
               statements  in  respect  of the  Group  in  accordance  with  the
               Appropriate Accounting Principles consistently applied in respect
               of each  Financial Year and cause each of the same to be reported
               on by the Auditors;

          (b)  Quarterly  Management Accounts:  prepare  consolidated  quarterly
               management   accounts  for  the  Group  in  accordance  with  the
               Appropriate  Accounting  Principles   (consistently  applied)  in
               respect of each Quarter in the agreed form and including:

               (i)  a  cashflow  statement  and a  consolidated  profit and loss
                    account in respect of the relevant  Quarter,  the  Financial
                    Year to that date, and whatever  periods or rolling 12 month
                    periods are relevant to the  calculations  of the  Financial
                    Definitions for the Financial Covenants;

              (ii)  a  comparison  of all  relevant  results  with the  relevant
                    Annual Budget;

             (iii)  a  comparison  of actual  performance  for that Quarter with
                    the  performance  during the  equivalent  Quarter during the
                    immediately preceding Financial Year;

              (iv)  a consolidated  balance sheet as at the end of that Quarter;
                    and

               (v)  a management  discussion  and analysis  consistent  with the
                    Index of Management Discussion and Analysis;

              (vi)  (for the  purposes  relevant  for clause 8.64  (Disposal  of
                    assets))  a  statement  of the  aggregate  Net  Proceeds  of
                    relevant  disposals  made  during  such  period  other  than
                    disposals to which clause 8.6.4(a) does not apply;

             (vii)  (for  the  purposes  relevant  for  clause  13.1.3  (Maximum
                    Capital  Expenditure) a statement of the Capital Expenditure
                    during such period;

            (viii)  an  analysis  of the  profit  and loss  account  by profit
                    centres; and

              (ix)  a  statement  of the  consideration  paid by the Group  (and
                    broken  down by  Group  members)  in  respect  of  Permitted
                    Acquisitions during such period;

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<PAGE>

          (c)  Monthly  Management   Accounts:   prepare   consolidated  monthly
               management  accounts in respect of the Group in  accordance  with
               the Appropriate  Accounting Principles  (consistently applied) in
               respect of each month in the agreed form and including:

               (i)  a  consolidated  cashflow  statement  (including  a  4  week
                    rolling forecast of central liquidity in the agreed form)

              (ii)  a  consolidated  profit and loss  account  for the  relevant
                    month and the Financial Year to that date;

             (iii)  a  comparison  of all  relevant  results  with the  relevant
                    Annual Budget;

              (iv)  a comparison of actual  performance  for that month with the
                    performance   during  the   equivalent   month   during  the
                    immediately preceding Financial Year;

               (v)  a management  discussion  and analysis  consistent  with the
                    Index of Management Discussion and Analysis;

              (vi)  (for the purposes  relevant  for clause  8.6.4  (Disposal of
                    assets))  a  statement  of the  aggregate  Net  Proceeds  of
                    relevant  disposals  made  during  such  period  other  than
                    disposals to which clause 8.6.4(a) does not apply;

             (vii)  (for  the  purposes  relevant  for  clause  13.1.3  (Maximum
                    Capital  Expenditure) a statement of the Capital Expenditure
                    during such period; and

            (viii)  a  statement  of the  investments  and  other  transactions
                    entered into pursuant to clause 12.2.6(b).

12.1.6    Delivery of financial  statements:  (in the case of the Parent  only),
          deliver to the Agent, for distribution to the Banks, sufficient copies
          for all the Banks of each of the following documents:

          (a)  Audited Financial Statements: at the time of issue of the audited
               financial  statements  (whether  preliminary or otherwise) to the
               shareholders  of the  Parent  but in any event not later  than 90
               days after the end of the  Financial  Year to which they  relate,
               the audited financial  statements referred to in clause 12.1.5(a)
               for each Financial Year together,  in each case,  with the report
               of the Auditors thereon, the notes thereto, the directors' report
               thereon,  the preliminary audited financial  statements,  and the
               report referred to in clause 12.1.6(e);

          (b)  Quarterly  Management  Accounts:  within 45 days after the end of
               the  Quarter  to which  they  relate,  the  quarterly  management
               accounts  prepared in accordance with the  requirements of clause
               12.1.5(b),  together with the  certificate  referred to in clause
               12.1.6(d);

          (c)  Monthly Management Accounts: within 30 days after the end of each
               month to which  they  relate,  the  monthly  management  accounts
               prepared in accordance with the requirements of clause 12.1.5(c);

          (d)  Directors' Comoliance  Certificates:  at the time of the delivery
               of the  Quarterly  Management  Accounts,  for each Quarter and in
               each case  speaking  as at the end of such  Quarter a  Compliance
               Certificate of the Parent signed by its finance  director,  or if
               the finance  director is  unavailable  for any reason,  any other
               director of the Parent;

          (e)  Annual Auditors'  report:  at the time of delivery of the Audited
               Financial  Statements  a report  from the  Auditors  (in a format
               acceptable to the Agent and which can be relied upon by the Agent
               (for itself and the other Bank Finance Parties)) stating:

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               (i)  the  amounts  of the  respective  Financial  Definitions  in
                    respect  of or,  as the  case  may be,  as at the end of the
                    relevant  period  specified  in the  Financial  Covenants as
                    extracted  from  such  Audited   Financial   Statements  and
                    indicating  the  manner  in which  such  amounts  have  been
                    calculated;

              (ii)  the application of the respective  amounts of such Financial
                    Definitions to the Financial Covenants; and

             (iii)  a  list  of  the   Group   companies   that   are   Material
                    Subsidiaries as at the end of the relevant Financial Year to
                    which the report relates,

               and each such report shall (in the absence of manifest  error) be
               conclusive as to matters contained in it;

          (f)  Annual  Budget  (i) as soon as it becomes  available,  and in any
               event  not  later  than 45 days  after  the  commencement  of the
               Financial  Year the subject  thereof  the Annual  Budget for each
               Financial Year, (ii) as soon as it becomes available,  and in any
               event  not later  than 45 days  after  the  commencement  of each
               relevant Quarter, an updated version of the Annual Budget for the
               relevant   Financial  Year,  and  (iii)  immediately  upon  being
               approved by the Parent's  board of directors,  any  amendments or
               revisions to an Annual Budget  (other than the quarterly  updates
               provided for in (ii));

          (g)  Reports and notices to creditors and shareholders: at the time of
               issue  thereof every  report,  circular,  notice or like document
               issued by an Obligor or any Material  Subsidiary to its creditors
               (or any class of creditors)  generally or to the  Noteholders and
               every notice convening a meeting of the shareholders or any class
               of the shareholders of the Parent;

          (h)  Information to creditors: promptly upon their becoming available,
               copies of all information  (including,  without  limitation,  all
               financial information reports,  projections,  forecasts, budgets,
               business information,  financial statements,  reports, circulars,
               notices  or  similar   documents   (but   excluding  any  routine
               administrative  notices  and  certificates))  that is sent by the
               Parent or any  Subsidiary  to any Bank or its  public  securities
               holders;

12.1.7    Further  information:   with  reasonable   promptness,   such  further
          financial and other information concerning the Group (or any member of
          it) and its  affairs  as the  Agent or any Bank  (acting  through  the
          Agent) may from time to time reasonably require;

12.1.8    Independent  accountant's  report:  (in the case of the  Parent  only)
          notify the Agent  immediately  upon it becoming aware that a breach of
          clause 13  (Financial  Covenants)  or an Event of Default under any of
          clauses   14.1.1  (Non   payment)  or  14.1.5  to  14.1.15   inclusive
          (Cross-default  and insolvency  events) is reasonably  likely to occur
          either  immediately or within the following 12 months.  Upon receiving
          such  notification   from  the  Parent,   the  Agent  (acting  on  the
          instruction of the Majority Banks) shall have the right to require the
          preparation of an independent accountants' report on the financial and
          business  condition  and  prospects  of the Group  and/or  such  other
          reports as the Majority  Banks shall require (the cost in each case to
          be borne by the  Parent) and the Parent  will (and will  procure  that
          each other  member of the Group will)  provide  the persons  preparing
          each such report with all  assistance  and  information  requested  by
          them;

12.1.9    Notices from governmental authority: promptly, and in any event within
          30 days of receipt thereof, deliver to the Agent (in sufficient copies
          for all the Banks) any notice to the Parent or any Subsidiary from any
          governmental authority relating to any order, ruling, statute or other
          law or regulation that could reasonably be expected to have a Material
          Adverse Effect;

12.1.10   Other reports: promptly upon their becoming available,  deliver to the
          Agent (in  sufficient  copies  for all the  Banks)  (i) each  material
          document filed by the Parent with the Financial  Services Authority or
          London Stock  Exchange plc and thereafter  generally  available to the
          public,  (ii) each  regular  or  periodic  report,  each  registration
          statement  (without  exhibits  except as  expressly  requested  by the
          Agent), and each prospectus and all amendments

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<PAGE>

          thereto filed by the Parent or any Subsidiary  with the Securities and
          Exchange  Commission  or any similar  governmental  authority or stock
          exchange,  and  (iii)  each  press  release  or other  statement  made
          available  generally  by the  Parent or any  Subsidiary  to the public
          concerning developments that are material;

12.1.11   Taxes:  file all Tax returns and will pay all Taxes within  applicable
          grace periods other than those which are being  disputed by it in good
          faith and for which appropriate reserves have been made;

12.1.12   Tax:  maintain,  and,  in the case of the  Parent,  procure  that each
          Obligor   maintains,   its  tax  residence  in  the   jurisdiction  of
          incorporation;

12.1.13   Insurance: insure and, in the case of the Parent, procure that each of
          its  Material  Subsidiaries  will  insure  and  keep  insured  all its
          properties  and assets with  underwriters  or  insurance  companies of
          repute to such  extent and  against  such  risks as prudent  companies
          engaged in businesses  similar to those of the relevant  member of the
          Group normally insure;

12.1.14   Pension  schemes:  contribute (or, in the case of the Parent,  procure
          that the members of the Group  contribute) to the pension  schemes for
          the time being  applying to their  employees in the US,  except to the
          extent it could not result in material liability, and elsewhere at the
          rate  required of them under all  applicable  laws or, if greater,  in
          accordance with the terms governing such pension schemes provided that
          nothing  in  the  Agreement  shall  prevent  a  member  of  the  Group
          terminating  its  liability  to  contribute  to a  pension  scheme  in
          accordance   with  its  terms,   amending  a  pension   scheme  and/or
          establishing new pension arrangements or amending a pension scheme;

12.1.15   Compliance with laws and  regulations:  comply and, in the case of the
          Parent,  procure that the  Material  Subsidiaries  and other  Obligors
          comply,  with the  terms  and  conditions  of all  laws,  regulations,
          agreements,  licences and  concessions  material to the carrying on of
          its business;

12.1.16   Interest rate hedging and foreign exchange hedging: in the case of the
          Parent,  ensure  that  with  effect  from the  Restructuring  Date the
          Hedging  Strategy  is  implemented  by the entry  into of  appropriate
          Derivatives Contracts from time to time and will ensure that no member
          of the Group  enters  into any  other  Derivatives  Contract  which is
          speculative  or  does  not  relate  to the  hedging  of  exposures  or
          liabilities of members of the Group incurred in the ordinary course of
          trading;

12.1.17   ERISA:

          (a)  promptly  and in any event  within  thirty  days after the filing
               thereof with the Internal  Revenue  Service of the United States,
               to deliver  to the Agent  copies of each  Schedule  B  (Actuarial
               Information)  to the  Annual  Report  (IRS Form 5500  Series)  if
               required  with  respect to each Plan covered by Title IV of ERISA
               other than a Multiemployer Plan;

          (b)  promptly  and in any event  within  ten  Banking  Days  after any
               Obligor  knows or has reason to know that any ERISA Event (i) has
               occurred  or (ii) will occur in the case of any ERISA Event which
               requires  advance  notice under Section  4043(b)(3) of ERISA,  to
               deliver  to the  Agent a  statement  of the  treasurer  or  chief
               financial officer of the Parent or such other member of the Group
               or ERISA Affiliate describing such ERISA Event and the action, if
               any,  which  such  member  of the Group or such  ERISA  Affiliate
               proposes to take with respect thereto;

          (c)  promptly and in any event within five Banking Days after  receipt
               thereof by the Obligor or ten Banking Days after receipt  thereof
               by any member of the Group or any ERISA  Affiliate other than the
               Obligor,  to deliver to the Agent copies of each notice from PBGC
               stating its  intention to terminate any Plan or to have a trustee
               appointed to administer any Plan; and

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<PAGE>

          (d)  ensure  that,  during  the term of this  Agreement,  neither  any
               Subsidiary  incorporated  in the  United  States  nor  any  ERISA
               Affiliate shall agree to contribute,  or assume any obligation to
               contribute,  to any  Multiemployer  Plan  without  notifying  the
               Majority Banks;

12.1.18   Margin Stock:  ensure that no amounts raised under this Agreement will
          be used, directly or indirectly, to purchase or carry margin stock;

12.1.19   Guarantees  and security from Material  Subsidiaries:  (in the case of
          the Parent only), it will procure,  to the extent  consistent with the
          principles agreed in the Security Memorandum:

          (a)  that  documentation,  in form and substance  satisfactory  to the
               Agent (acting  reasonably),  supplemental to and/or incorporating
               provisions  substantially  the same as the New Guarantees  and/or
               such  other  relevant  Security  Documents,  and  such  ancillary
               documentation  as the  Agent  may  reasonably  require,  shall be
               executed and  delivered  to the Agent by any Material  Subsidiary
               incorporated  in (or formed under the laws of) England and Wales,
               the United States of America,  Germany or the  Netherlands  which
               has not  already  granted a New  Guarantee  and  Encumbrances  in
               accordance  with the Security  Memorandum  (in each case together
               with  legal  opinions  relating  thereto  in form  and  substance
               satisfactory  to the  Agent  (acting  reasonably))  as soon as is
               reasonably  practicable  and in any event  within 45 days of such
               requirement  arising under this clause 12.1.19(a);  to the intent
               that  each  such   Material   Subsidiary   shall   guarantee  the
               obligations  of the  Obligors  under the  Finance  Documents  and
               create Encumbrances  securing such obligations in accordance with
               the Security Memorandum; and

          (b)  that the immediate  Holding  Company of every member of the Group
               required to provide security and/or a guarantee  pursuant to this
               clause  12.1.19  (each  a  "relevant  Subsidiary")  executes  and
               delivers to the Agent,  as soon as is reasonably  practicable and
               in any event on or before the deadline under this clause 12.1 .19
               for the execution and delivery of such security and/or  guarantee
               by its relevant Subsidiary,  documentation, in form and substance
               reasonably satisfactory to the Agent which creates an Encumbrance
               over the shares in such relevant  Subsidiary  (if such shares are
               not already the subject of an  Encumbrance  created by a Security
               Document  which is  governed by the laws of the  jurisdiction  of
               incorporation or formation of such relevant  Subsidiary  executed
               by such  Holding  Company)  and, in the case of relevant  Holding
               Companies  incorporated  or formed in England and Wales  only,  a
               fixed and floating  charge over all the assets and undertaking of
               any such  Holding  Company  governed  by the laws of England  and
               Wales (if such assets and undertaking are not already the subject
               of such fixed and floating charge created by a Security Document)
               and a guarantee  of the  obligations  of the  Obligors  under the
               Finance  Documents  (if  such  guarantee  has  not  already  been
               executed) together with such ancillary documentation as the Agent
               may reasonably  require and legal opinions,  in each case in form
               and substance satisfactory to the Agent (acting reasonably);

12.1.20   Preference  shares:  redeem  preference  shares no earlier  than their
          stated maturity as at the date of this Agreement (which in the case of
          Lighthouse and its Subsidiaries are set out in schedule 13) or, in the
          case of preference  shares issued in accordance with clause 12.2.8, no
          earlier than their stated maturity as at the date of their issue;

12.1.21   Environmental:  (and will  procure that each other member of the Group
          will) comply with all Environmental  Laws and  Environmental  Licences
          applicable  to its  business to the extent that a failure to so comply
          would be reasonably expected to have a Material Adverse Effect;

12.1.22   Authorised  Officers:  ensure that any  replacement  or new Authorised
          Officer has provided  the Agent with  evidence  satisfactory  to it of
          such new officer's  authority and a specimen of his signature prior to
          signing  any  Drawdown  Notices,  L/C Application  or  other  notices,
          requests or confirmations referred to in this Agreement or relating to
          the Facilities;

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<PAGE>

12.1.23   Cash management arrangements:

          (a)  (in the  case of the  Parent  only)  use its best  endeavours  to
               procure that cash held by members of the Non-Guarantor  Group and
               which is not required to meet working capital liabilities will be
               repatriated  directly  or  indirectly  to the bank  account  of a
               member of the Guarantor Group located in England and Wales or the
               United  States,  to the  extent  that  such  repatriation  can be
               carried  out in a legal  and  tax-efficient  manner  and  without
               incurring costs which are  disproportionate to the benefit to the
               Bank Finance Parties; and

          (b)  and will  procure  that each  other  member  of the  Group  will,
               conduct their Cash Pooling  Arrangements in the UK the US and the
               Euro-Zone  with a Bank  or  Banks,  excluding  the  Cash  Pooling
               Arrangements  listed in Schedule 14 for so long as they  continue
               pursuant to the same terms as and from the Restructuring Date and
               except as otherwise agreed in writing with the Agent;

12.1.24   Zenith SPV: (in the case of the Parent only) procure that:

          (a)  the Zenith SPV will not carry out any trading,  business or other
               activity or own any material assets other than holding the shares
               in Zenith and Facilities  Group,  acting in relation to the joint
               ventures  constituted  by the Zenith Joint Venture  Agreement and
               the Facilities Group Joint Venture Agreement,  and complying with
               the call options or  exercising  the put options under the Zenith
               Joint   Venture   Agreement  and  will  not  incur  any  material
               liabilities  of  any  nature   whatsoever   (Whether   actual  or
               contingent)   other   than   (i)   liabilities   for   reasonable
               professional fees (ii) liabilities under the Zenith Joint Venture
               Agreement and the Facilities Group Joint Venture  Agreement (iii)
               liabilities  under the  Banks  Finance  Documents  to which it is
               party  (iv)  liabilities  under any loans  entered  into with the
               Parent in  connection  with the  transfer of the shares in Zenith
               and  Facilities  Group  from the Parent to the Zenith SPV and (v)
               liabilities which will arise if it were wound up;

          (b)  any and all of the Group's  right,  interest and title in respect
               of the  shares in Zenith  will be held at all times by the Zenith
               SPV;

          (c)  following the transfer of the shares in  Facilities  Group to the
               Zenith SPV pursuant to clause 8.3 of the Restructuring  Deed, any
               and all of the Group's  right,  interest  and title in respect of
               the shares in  Facilities  Group will be held at all times by the
               Zenith SPV; and

          (d)  the Zenith SPV will not  transfer  or  otherwise  dispense of any
               interest  in any of the  shares  it  holds  from  time to time in
               Zenith  other than (i)  pursuant to the exercise of a call option
               or a put option under the Zenith Joint Venture  Agreement or (ii)
               pursuant to a transfer or other disposal to a person which is not
               a member of the Group and where the Net Proceeds of such transfer
               or disposal are at least equal to the Net Proceeds which would be
               received by the Group  following  the  exercise of the put option
               under the Zenith Joint Venture  Agreement at such a time, in each
               case where the Net Proceeds are applied in accordance with clause
               8.6.3,  and will not create any Encumbrance  over any interest in
               any of the  shares it holds  from  time to time in Zenith  except
               under a Security Document; and

12.1.25   Control Event and Change of Control:  (in the case of the Parent only)
          promptly  provide the Agent with written  notice of any Control  Event
          and any Change of Control.

12.2      Negative undertakings

          Each Borrower  undertakes  with each of the Bank Finance Parties that,
          from the date of this  Agreement  and so long as any  moneys are owing
          under this Agreement or remain available for drawing by the Borrowers,
          without  the  prior  written  consent  of  the  Agent  acting  on  the
          instructions of the Majority Banks:

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<PAGE>

12.2.1    Negative  pledge:  save for Permitted  Encumbrances it will not permit
          any  Encumbrance  by any member of the Group to  subsist,  arise or be
          created  or  extended  over all or any part of its  present  or future
          undertakings,  assets,  rights or  revenues  to  secure or prefer  any
          present or future Indebtedness of any member of the Group or any other
          person;

12.2.2    No other Borrowed Money or finance transactions: it will not, and will
          procure  that no other  member of the Group  will,  incur or permit to
          exist on its behalf any  obligations  in  respect of  Borrowed  Money,
          including  Finance  Leases,  Whether on or off balance  sheet,  to any
          person, or any sale and leaseback except:

          (a)  Borrowed Money arising from normal trade credit;

          (b)  the Borrowed  Money of any persons  acquired by any member of the
               Group  pursuant to the D Acquisition  provided that such Borrowed
               Money  at no  time  exceeds  Korean  Won  16,900,000,000  (or its
               equivalent) in aggregate;

          (c)  any Borrowed  Money of any person  (other than  pursuant to the D
               Acquisition or the Lighthouse Acquisition) acquired by any member
               of the  Group  after  the  date of  this  Agreement,  where  such
               Borrowed Money was existing at the time of such  acquisition  and
               was not incurred in contemplation of, or in connection with, that
               acquisition  and  where no member  of the  Group  other  than the
               person so acquired has any  obligation  (actual or contingent) in
               respect of such Borrowed  Money (and where such Borrowed Money is
               permitted  under  clause  12.2.6(c))  and is repaid or  otherwise
               discharged within 30 days of such acquisition;

          (d)  Borrowed  Money not exceeding  Australian  dollars  10,000,000 in
               aggregate in respect of working capital facilities made available
               in Australia to members of the Group;

          (e)  without duplication,  Borrowed Money in respect of debit balances
               at any bank or financial  institution  under the cash  management
               arrangements  of the Group  (net of the  credit  balances  of the
               Group at such bank or  financial  institution  to the extent that
               such credit  balances are subject to contractual  set-off against
               such debit balances (both before and after  insolvency under such
               cash management arrangements) where the aggregate of all such net
               debit balances of the Group does not exceed  (pound)5,000,000 (or
               its equivalent);

          (f)  Borrowed  Money in  respect  of (i) the  Facilities  and (ii) the
               Notes (under the original  terms of the Amended and Restated Note
               Purchase Agreement) or as such terms may be amended in accordance
               with the lntercreditor Agreement);

          (g)  Indebtedness  in  respect  of Finance  Leases  provided  that the
               aggregate  amount of the  principal  element of the  Indebtedness
               under such Finance  Leases does not exceed  (pound)2,000,000  (or
               its equivalent) at any time;

          (h)  performance  bonds  issued by a member of the Group in respect of
               the obligations  (other than any payment  obligations) of another
               member of the Group in the ordinary course of trading;

          (i)  Derivatives  Contracts  entered  into in  accordance  with clause
               12.1.16;

          (j)  Borrowed  Money owed by one member of the Group to another member
               of the Group (but subject to clause 12.2.5(b));

          (k)  Borrowed Money in respect of guarantees issued by banks on behalf
               of Group  members  to media  authorities  in Korea and the United
               Kingdom in each case in  connection  with bona fide  arrangements
               for maintenance of media  accreditation in accordance with normal
               industry practice; and

          (l)  Borrowed Money in addition to that permitted by clauses 12.2.2(a)
               to (k) not exceeding  (pound)16,000,000  (or its  equivalent)  in
               aggregate at any given time;

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12.2.3    No  amalgamation  and  merger:  it  will  not  permit  an  Obligor  to
          amalgamate or merge with any other company or person in  circumstances
          where the  Obligor  ceases to exist or where  any  obligation  of such
          Obligor to the Bank  Finance  Parties  (or any  Encumbrance  under any
          Security Document) is or may be detrimentally affected;

12.2.4    Disposals:  it will not and will procure that none of its Subsidiaries
          will sell, transfer,  lease,  surrender,  lend or otherwise dispose of
          the whole or any part of its present or future undertakings, assets or
          revenues whether by one or a series of transactions related or not (or
          enter  into any  binding  commitment  to do any of the  same  (whether
          conditional or otherwise)) (each a "disposal") except for:

          (a)  the disposal of  stock-in-trade  in the ordinary course of day to
               day trading;

          (b)  any disposal  for cash on arm's length terms where the  aggregate
               of the greater of the  consideration  and the market value of all
               such  disposals  does  not  exceed   (pound)10,000,000   (or  its
               equivalent)  provided  that the Net Proceeds of such disposal are
               applied as (and to the extent) required by clause 8.6.4; and

          (c)  any disposal by:

               (i)  a member of the Group to a member  of the  Guarantor  Group;
                    and

              (ii)  a member of the Non-Guarantor Group to another member of the
                    Non-Guarantor Group,

               but so that in each case where any such  asset is  shares,  other
               ownership  interests  in any person or entity,  real  property or
               real  estate  (or  related   insurance   policies),   receivables
               (including  intra-Group debts) or, in each case, rights or claims
               in respect of any such asset and is subject or is expressed to be
               subject to an Encumbrance  pursuant to any Security Document such
               disposal  shall  only be  permitted  either  where  the  Agent is
               satisfied  that  the  guarantee  given  by  the  disposee  of the
               obligations  of the Obligors  under the Finance  Documents is not
               limited to a greater  extent than that given by the  disposer and
               that either (A) such Encumbrance is not prejudiced as a result of
               such  disposal or (B) the asset  concerned  becomes  subject to a
               fully enforceable,  legally binding  Encumbrance in favour of the
               Common   Security   Trustee   and  the  other   Finance   Parties
               substantially equivalent to or better than such other Encumbrance
               or with the consent of the Agent (acting on the  instructions  of
               the Majority Banks);

          (d)  dealings  with trade  debtors  with  respect to book debts in the
               ordinary course of trading;

          (e)  disposals of cash on arm's length terms not otherwise  prohibited
               by the Bank Finance Documents;

          (f)  disposals  which  constitute   investments  permitted  by  clause
               12.2.6(b); and

          (g)  the disposals  permitted by clause  12.1.24(d)  provided that the
               proceeds of such disposals are applied in accordance  with clause
               8.6.3,

               and so that where the asset or assets  the  subject of a disposal
               permitted by this clause (whether pursuant to clause 12.2.4(a) to
               (g) above or with the prior  written  consent of the Agent acting
               on the  instructions  of the Majority  Banks (but  excluding  the
               assets  referred to in the last paragraph of clause  12.2.4(c) in
               the case of any disposal under such clause)) is or are subject to
               an Encumbrance created by the Security Documents,  the consent of
               the Agent  (but  without  prejudice  or  responsibility  to or in
               respect of any other  requisite  consent)  shall be granted  (and
               shall be deemed to be granted) for the release of the Encumbrance
               created by the Security  Documents over such assets provided that
               no Default shall have occurred and be continuing neither remedied
               nor waived (and the Agent is  irrevocably  authorised by the Bank
               Finance  Parties to grant such  releases or, as  appropriate,  to
               instruct and/or  authorise the Common  Security  Trustee to grant
               such releases without reference to the Bank Finance

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          Parties) and the Agent shall accordingly  instruct the Common Security
          Trustee to grant the relevant releases;

12.2.5    Loans and  guarantees:  it will not, and will procure that none of its
          Subsidiaries will, make any loans, grant any credit (except for normal
          trade credit in the ordinary course of day-to-day trading) or give any
          guarantee save for:

          (a)  Permitted Guarantees to or for the benefit of any person; and

          (b)  loans or credit to a member  of the  Guarantor  Group or loans or
               credit  from one  member of the  Non-Guarantor  Group to  another
               member of the  Non-Guarantor  Group and loans or credit permitted
               under clause 12.2.6(b);

12.2.6    Acquisitions:  save for Permitted Acquisitions,  it will not, and will
          procure  that  none of its  Subsidiaries  will,  acquire  or make  any
          investment in any companies,  joint ventures or  partnerships or other
          persons or acquire any businesses (or interests therein) (or commit to
          do any of the same (whether conditionally or otherwise)) except for:

          (a)  investments in the then existing  members of the Guarantor  Group
               (or a member of the Group or a newly formed  entity which in each
               case simultaneously  becomes a member of the Guarantor Group) and
               investments  by a member of the  Non-Guarantor  Group in  another
               member of the Non-Guarantor Group;

          (b)  (i) investments in the shares of or other ownership interests in,
               (ii)  loans  or  credit  granted  to,  (iii)  disposals  to  (not
               otherwise  permitted  under  12.2.4(a) to 12.2.4(e)  inclusive or
               clause  12.2.4(g)),  and (iv) guarantees of the  Indebtedness of,
               any member of the  Non-Guarantor  Group (or such  investments  in
               establishing  a new entity  which once  formed is a member of the
               Non-Guarantor  Group) where the  aggregate  of such  investments,
               loans,  credit,  disposals  and  guarantees  made in the relevant
               Financial  Year,  together  (without  double  counting)  with the
               Pooling Borrowed Money at any relevant time during such Financial
               Year, at no time exceeds:

               (i)  (pound)20,000,000  (or its equivalent)  during the Financial
                    Year ending 31 December 2002; or

              (ii)  (pound)15,000,000 (or its equivalent) during each subsequent
                    Financial  Year,  provided  that,  for the  purposes of this
                    clause 12.2.6(b):

                    (A)  "Pooling  Borrowed  Money" means, at any relevant time,
                         the  aggregate of the Borrowed  Money of any members of
                         the  Non-Guarantor  Group  under  any  cash  management
                         arrangements  in  respect  of Which  any  member of the
                         Guarantor Group grants any guarantee, rights of set-off
                         or any other Encumbrance or grants an intra-Group loan;

                    (B)  the value  attributable to a disposal of an asset shall
                         be the market value of the disposed asset; and

                    (C)  the  relevant   aggregate  limit  applicable  during  a
                         Financial  Year shall be increased by the amount of (A)
                         any  repayment,  release or  cancellation  (whether  in
                         whole or in  part) of  loans,  credits  and  guarantees
                         previously  taken  into  account  for  the  purpose  of
                         determining   compliance  with  this  clause  12.2.6(b)
                         during such  Financial  Year and (B) cash  proceeds (to
                         the extent not already  taken into account  pursuant to
                         (A)),  (net of related  costs and Taxes)  received by a
                         member  of the  Guarantor  Group  from a member  of the
                         Non-Guarantor  Group  in such  Financial  Year  under a
                         series of related transactions  involving an investment
                         in such member of the Non-Guarantor  Group made by such
                         member of the Guarantor  Group within 13 months of such
                         receipt  and  previously  taken  into  account  for the
                         purpose  of  determining  compliance  with this  clause
                         12.2.6(b) (to the extent that such

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                         net  cash  proceeds  do  not  exceed the amount of such
                         investment so taken into account).

          (c)  the acquisition of related businesses  (including companies where
               the liability of its  shareholders is limited to their respective
               share  capital in such company but not other  entities)  provided
               that:

               (i)  the  consideration   (without  double  counting  within  the
                    Group),   including,   without   limitation,   any  deferred
                    consideration  (whenever  payable),  and the  obligations in
                    respect of Borrowed  Money of any such  company  immediately
                    following its  acquisition or repaid  directly or indirectly
                    by any member of the Group or otherwise assumed by the Group
                    and taking the value of any  non-cash  consideration  at the
                    higher of its stated  value under the  agreement(s)  for the
                    acquisition  in  question  and  the  market  value  of  such
                    consideration  on the date such  agreement(s)  were  entered
                    into by the Group,  in respect of all such  acquisitions  by
                    the Group (other than consideration  constituted by ordinary
                    shares in the Parent issued or  transferred  to the relevant
                    vendor (or as it may  direct))  shall not exceed  $2,000,000
                    (or its equivalent) in aggregate in any Financial Year; and

              (ii)  the  consideration  constituted  by  ordinary  shares in the
                    Parent issued or transferred  to the relevant  vendor (or as
                    it may direct)) in respect of any single  acquisition  shall
                    not exceed $20,000,000 (or its equivalent); and

             (iii)  the finance  director of the Parent  delivers a  certificate
                    to the Agent at least 5 Banking  Days  before  any member of
                    the  Group  enters  into  any  commitment   (conditional  or
                    otherwise) to make such an  acquisition in which the finance
                    director of the Parent  confirms  that in his  opinion  (but
                    without any  personal  liability on the part of such finance
                    director):

                    (A)  the  Parent  is  basing  such  certificate  on the most
                         recent financial  information relating to such business
                         which has been obtained by the Parent (acting prudently
                         and  reasonably)  and the Group's latest  forecasts and
                         projections  (which  are fair and  reasonable  and have
                         taken full and proper  account of the business to be so
                         acquired (including, without limitation, all contingent
                         liabilities   relating   to  the   business  to  be  so
                         acquired));

                    (B)  the business to be so acquired is not  insolvent and is
                         EBITDA  positive (as determined in accordance  with the
                         definition  of  Consolidated  EBITDA in clause 1.2, but
                         adjusted    to   exclude   the   effect   of   historic
                         non-recurring costs which will no longer be incurred by
                         that business following its acquisition);

                    (C)  such acquisition is not, and the Parent it is not aware
                         (after due  enquiry)  of any matter or event  which is,
                         reasonably  likely to result in a breach of clause 13.1
                         (Financial  Covenants) or an Event of Default under any
                         of  clauses  14.1.1  (Non  payment)  or  14.1.5  (Cross
                         Default) to 14.1.15 (Analogous  proceedings)  inclusive
                         either  immediately  or  within  the  period  ending 12
                         months after the date of such acquisition;

                    (D)  the  Group  is  reasonably  likely  to have  sufficient
                         working  capital  during  the  period  ending 12 months
                         after the date of such acquisition;

                    (E)  after  taking  into  account  any  Capital  Expenditure
                         incurred by the Group in making such  acquisition,  the
                         Group  will  still  be  able,  in  compliance  with the
                         Financial  Covenant  in  clause  13.1.3,  to  undertake
                         sufficient  Capital   Expenditure  so  as  to  properly
                         maintain  its  businesses  during the period  ending 12
                         months after the date of such acquisition;

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<PAGE>

                    (F)  in  the  case  of   acquisitions   by  members  of  the
                         Non-Guarantor  Group,  such  acquisition  is not funded
                         directly or indirectly by any Guarantor,  other than to
                         the extent permitted under clause 12.2.6(b); and

                    (G)  no Default  has  occurred  which is  continuing  and no
                         Default will arise as a result of such acquisition; and

              (iv)  no Default has occurred  which is continuing  and no Default
                    will arise as a result of such acquisition, and

               for the avoidance of doubt, any such acquired businesses shall be
               immediately  subject to the  undertakings  in clauses 12.1.19 and
               12.2.2(c);

12.2.7    Change of  business:  it will not,  and will  procure that none of its
          Subsidiaries  will make any material  change to the general  nature of
          its business which would constitute a material change in the nature of
          the business of the Group taken as a whole from that carried on at the
          date of this Agreement;

12.2.8    Preference  Shares:  it will not,  and will  procure  that none of its
          Subsidiaries  will,  issue any shares or stock which are redeemable at
          the option of the holder  thereof or which  mature or are  mandatorily
          redeemable or which are convertible or exchangeable for Borrowed Money
          of the Group save as set out in Schedule 13;

12.2.9    The Lighthouse Acquisition: [deleted];

12.2.10   Transactions  similar to security:  it will not, and will procure that
          no other member of the Group will:

          (a)  sell or otherwise  dispose of any of its assets on terms  whereby
               such asset is or may be leased to, or  re-acquired or acquired by
               the Parent or any other member of the Group; or

          (b)  sell,  factor,  discount,  or dispose  of any of its  receivables
               other  than the  sale,  factoring,  discounting  or  disposal  of
               receivables on a non-recourse basis where the aggregate amount of
               receivables  so sold,  factored,  discounted or disposed does not
               exceed (pound)500,000 (or its equivalent) in aggregate;

12.2.11   Rights issue/equity  raising: (in the case of the Parent only) it will
          not issue any shares or otherwise acquire any additional capital other
          than:

          (a)  the issue of  ordinary  shares  to the  extent  permitted  (I) as
               consideration   for  any  Permitted   Acquisitions   or  (ii)  in
               consideration for acquisitions permitted under clause 12.2.6; and

          (b)  the issue of ordinary shares for cash payable in full on the date
               of issue  and which  ordinary  shares do not carry any right to a
               return or to redemption nor any right to be converted into shares
               carrying  such  right  before  all  amounts  (whether  actual  or
               contingent) owing under this Agreement have been paid in full and
               the Bank Finance Parties have no further obligations  thereunder,
               or the  granting of an option to call on the Parent to issue such
               shares;

          and it will at all  times  procure  that no other  member of the Group
          will issue any shares or otherwise acquire any additional  capital (or
          grant  any  rights to call for the  issue or  allotment  of any of the
          same)  other  than the  issue of  shares  by a member  of the Group to
          another member of the Group  permitted  under clause  12.2.6(a) or (b)
          provided  that (A) where  the  existing  shares in such  member of the
          Group  are  subject  to an  Encumbrance  under  any  of  the  Security
          Documents,  such  additional  shares  are  also  subject  to  such  an
          Encumbrance  and  (B)  where  such  existing  shares  are  subject  to
          Encumbrances   which  are  structured  to  avoid  an  adverse  US  Tax
          consequence to the Group,  such additional shares shall only be issued
          to the existing holding company of the issuing member of the Group;

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12.2.12   Dividends and other distributions: the Parent will not

          (a)  and will procure that no other member of the Group will redeem or
               purchase or otherwise reduce any of the Parent's share capital or
               any uncalled  capital or unpaid  liability in respect  thereof or
               reduce the amount  (if any) for the time  being  standing  to the
               credit  of  the  Parent's   share  premium   account  or  capital
               redemption or other undistributable  reserve in any manner (other
               than  a  partial  capital   reorganisation  in  order  to  create
               distributable reserves where no amount is paid or becomes payable
               (including, without limitation, by way of set-off, combination of
               accounts or otherwise) to any  shareholder  in the Parent as part
               of such reorganisation); or

          (b)  declare, pay (including,  without limitation,  by way of set-off,
               combination  of  accounts or  otherwise)  or permit to accrue any
               dividend or make any other  distribution  or payment  (whether in
               cash  or  in  specie),   including  any  interest  and/or  unpaid
               dividends,  in respect of its equity or any other  share  capital
               for the time being in issue  except that it may declare and pay a
               final  dividend  (but not an interim  dividend) in respect of any
               Financial Year after 31 December 2001, provided that:

               (i)  the  Financial  Covenants  have been tested and passed as at
                    the 30 June  Financial  Covenants test date in the following
                    Financial Year; and

              (ii)  no breach of any of the Financial Covenants has occurred and
                    is  continuing  and no other Default or Event of Default has
                    occurred which is continuing; and

             (iii)  the ratio of Consolidated  Gross  Borrowings to Consolidated
                    EBITDA  was not  greater  than  3.50:1  on each of two  most
                    recent consecutive Financial Covenants test dates; and

              (iv)  the  dividend  does not  exceed 25% of  Consolidated  Excess
                    Cashflow if the ratio of  Consolidated  Gross  Borrowings to
                    Consolidated  EBITDA was not less than 3.25:1 on each of the
                    two most recent  consecutive  Financial Covenant test dates;
                    and

               (v)  the  dividend  does not  exceed 50% of  Consolidated  Excess
                    Cashflow; and

              (vi)  not later than 5 and no more than 15  Banking  Days prior to
                    the  proposed  date for the  payment  of that  dividend  the
                    finance  director (or, if  unavailable  for any reason,  any
                    other director in each case in such  directors'  opinion but
                    without  personal  liability) of the Parent  delivers to the
                    Agent a certificate in which the Parent  certifies  (without
                    qualification) that:

                    (A)  it proposes to pay a dividend  and states the amount of
                         it;

                    (B)  no  breach  of  any  of  the  Financial  Covenants  has
                         occurred  and is  continuing  and no other  Default has
                         occurred which is continuing;

                    (C)  in the opinion of the board of  directors of the Parent
                         (acting in good faith and after  having  regard  (inter
                         alia) to the  current  and  projected  trading and cash
                         flow  position  of the Group  (such  projections  being
                         based on  reasonable  assumptions),  and  assuming  the
                         making of such dividend):

                         1)   no breach of clause 13.1 (Financial  Covenants) or
                              any Event of Default is reasonably likely to occur
                              either  immediately or within the period ending 12
                              months after the date of the dividend; and

                         2)   the Group is reasonably likely to have  sufficient
                              working capital during such 12 month period,

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                    and such certificate  shall be accompanied by (a) a forecast
                    for the  period  of 6 full  months  following  the  proposed
                    payment date  showing the  projected  respective  amounts of
                    Consolidated   EBITDA,    Consolidated   Gross   Borrowings,
                    Consolidated Net Interest  Expenditure,  Capital Expenditure
                    and  Net  Worth  and  their  application  to  the  Financial
                    Covenants in respect of each  Financial  Covenant  test date
                    within  such  period,  such  forecast  to be  based  on  the
                    knowledge of the Parent and the circumstances  then existing
                    at such time together with reasonable assumptions, and (b) a
                    calculation by the Parent of  Consolidated  Excess Cash Flow
                    for the relevant Financial Year (showing the calculations on
                    which  it is  based)  together  with a  statement  from  the
                    Auditors  as to the amount of the  Consolidated  Excess Cash
                    Flow   confirming   that  in  all   material   respects  the
                    calculation  has been made in  accordance  with the  audited
                    consolidated  financial  statements  of the  Group  for  the
                    relevant  Financial Year and the definition of  Consolidated
                    Excess Cash Flow;

12.2.13   Zenith:  in the case of the Parent only, it will not, and will procure
          that no other member of the Group will,  terminate,  amend or vary (or
          acquiesce in any termination,  amendment or variation of) the terms of
          the Zenith Joint Venture  Agreement in a way which might reasonably be
          expected to adversely  affect the Group's rights or interests under or
          in respect of the put and call options  contained  therein relating to
          the Group's shares in Zenith or which might  reasonably be expected to
          adversely  affect  (or  delay)  the  amount of  receipt  of any amount
          referred to in clause 8.6.3;

12.2.14   Accounting  Policy:  in the case of the Parent only, it will not adopt
          any accounting  policy or change the consistency of application of its
          accounting  principles,   standards,  practises  and  bases  from  the
          Appropriate  Accounting  Principles  (i)  unless the  revised  policy,
          principle,  standard, practice or base adopted from time to time is in
          accordance with generally accepted  accounting  practice in the United
          Kingdom and (ii) provided that prior to any revised policy, principle,
          standard,  practice  or base being  adopted the Parent will notify the
          Agent  thereof and, if required by the Agent,  will  negotiate in good
          faith  with the  Agent in order  that the  Financial  Definitions  and
          Financial Covenants may be amended as may be necessary to grant to the
          Bank  Finance  Parties  protection  comparable  to that granted on the
          Restructuring   Date  provided  that  if  such  negotiations  are  not
          concluded  to the  satisfaction  of the Agent  within 30 days from the
          commencement of such negotiations  (or, if earlier,  any date on which
          any financial  statements are due to be delivered under clause 12.1.6)
          the Parent agrees that it will provide either financial  statements on
          the same basis as before or provide financial statements together with
          a  reconciliation  of those  financial  statements to the  Appropriate
          Accounting Principles (such reconciliation, in the case of any audited
          financial statements,  to be prepared by the Auditors and addressed to
          the Bank Finance Parties);

12.2.15   Accounting  Reference  Date:  (in the case of the Parent only) it will
          not, without the consent of the Agent, change its accounting reference
          date from 31 December;

12.2.16   Cash management arrangements: (in the case of the Parent only) it will
          not allow any member of the Non-Guarantor Group incorporated or formed
          in the United States or in England and Wales to be a party to any Cash
          Pooling  Arrangements  with any other  member or members of the Group,
          other than where the value of any loans,  credits,  rights of set-off,
          guarantees  or other  Encumbrances  provided  to such  members  of the
          Non-Guarantor  Group does not exceed  (pound)500,000  and such  loans,
          credits,  rights of  set-off,  guarantees  or other  Encumbrances  are
          subject to clause 12.2.6(b); and

12.2.17   Other credit facilities and securities:

          (a)  it will not, and will procure that no other Obligor  will,  enter
               into  any  modification  or  amendment  to  any  existing  credit
               facility  or  other  financing   document   (including,   without
               limitation,  the Amended and Restated Note Purchase  Agreement or
               the Notes),  or enter into any new credit  facility or  financing
               document,   that   contains   financial   covenants,    financial
               definitions or default  provisions  more favourable to the lender
               or  financier  thereunder  than under any Bank  Finance  Document
               unless the Bank Finance Parties are given the option of receiving
               the benefit of such more  favourable  provisions at the same time
               and on the same terms; and

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<PAGE>

          (b)  it will not,  and will  procure that no other member of the Group
               will, provide any guarantee or any Encumbrance to the Noteholders
               to secure the  obligations  of any member of the Group  under the
               Note  Finance  Documents  (whether  or not also in respect of any
               other  Indebtedness)  unless the same or a similar  guarantee  or
               Encumbrance  has also been entered into to secure the obligations
               of any member of the Group under the Bank Finance  Documents.

13        Financial Covenants

13.1      Covenants

          The Parent undertakes with each of the Finance Parties that so long as
          any moneys are owing under this  Agreement  or any of the  Commitments
          remain  outstanding  it will comply with the  Financial  Covenants  in
          clauses 13.1.1 to 13.1.4 inclusive.

13.1.1    Net  Interest  Cover:  The  Parent  will  procure  that  the  ratio of
          Consolidated EBITDA to Consolidated Net Interest  Expenditure for each
          period ending on the date set out in column A in the table below shall
          not be less  than the  corresponding  ratio set out in column B in the
          table below:

          31 March 2002                  2.50:1
          30 June 2002                   1.75:1
          30 September 2002              2.50:1
          31 December 2002               2.50:1
          31 March 2003                  2.75:1
          30 June 2003                   3.00:1
          30 September 2003              3.25:1
          31 December 2003               3.75:1
          31 March 2004                  4.00:1
          30 June 2004                   4.50:1
          30 September 2004              5.00:1

13.1.2    Leverage: The Parent will procure that the ratio of Consolidated Gross
          Borrowings  as at the end of, to  Consolidated  EBITDA in respect  of,
          each period  ending on the date set out in column A of the table below
          shall not be  greater  than the ratio set out in column B of the table
          below:

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          31 March 2002                  5.75:1
          30 June 2002                   8.50:1
          30 September 2002              4.75:1
          31 December 2002               4.75:1
          31 March 2003                  4.25:1
          30 June 2003                   3.75:1
          30 September 2003              3.75:1
          31 December 2003               3.50:1
          31 March 2004                  3.00:1
          30 June 2004                   3.00:1
          30 September 2004              2.75:1

13.1.3    Maximum Capital  Exnenditure:  The Parent will procure that, the total
          Capital  Expenditure of all members of the Group in any Financial Year
          shall not exceed the Budgeted  Capital  Expenditure for such Financial
          Year but so that in respect of any  Financial  Year where the relevant
          actual Capital  Expenditure (less any amount which was carried forward
          from the previous  Financial  Year) is less than the Budgeted  Capital
          Expenditure  for that Financial  Year, an amount equal to such deficit
          may be  carried  over to the  following  Financial  Year only (and not
          otherwise or further) and shall be deemed to be spent before  Budgeted
          Capital Expenditure in that year.

          For the purposes of this clause 13.1.3 "Budgeted Capital  Expenditure"
          means Capital  Expenditure  incurred or to be incurred up to a maximum
          of the amount set out in column B in the table below for the Financial
          Year set out in column A in the table below.

          31 December 2002               10.0
          31 December 2003               17.5
          31 December 2004               20.0

13.1.4    Consolidated  Net Worth  Covenant:  The Parent will  procure  that the
          Consolidated  Net  Worth  of  the  Group  will  at  all  times  be  at
          least(pound)400,000,000.

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13.2      Testing of the Financial Covenants

13.2.1    The Financial Definitions and Financial Covenants in clause 13.1 shall
          be  determined  for and  tested as at the end of each  Quarter in each
          case by reference to the latest Quarterly  Management Accounts and the
          related  Compliance  Certificate  delivered  to the Agent  pursuant to
          clauses  12.1.6(b)  and  12.1.6(d),   provided  that  if  the  Audited
          Financial   Statements  and  the  related  Auditor's  Report  for  any
          Financial  Year  delivered in  accordance  with clauses  12.1.6(a) and
          12.1.6(e) show different  determinations for the Financial Definitions
          than those shown in the  Quarterly  Management  Accounts  for the last
          Quarter in that  Financial  Year,  such Audited  Financial  Statements
          shall prevail in respect of such determinations.

13.2.2    For the purposes of testing the relevant Financial Covenants in clause
          13.1, Consolidated Gross Borrowings will be calculated by reference to
          the average  daily  outstandings  over the two Quarters  ending on the
          relevant  Financial  Covenants test date and  Consolidated  EBITDA and
          Consolidated Net Interest Expenditure shall be calculated on a rolling
          twelve months basis.

14        Events of Default

14.1      Events of Default

          Each of the  events  and  circumstances  set out  below is an Event of
          Default  (whether  or not caused by any reason  outside the control of
          any member of the Group):

14.1.1    Non-payment:  any Borrower  fails to pay any sum due from it under the
          Bank Finance Documents in the currency,  at the time and in the manner
          stipulated  in the  relevant  Bank  Finance  Document  unless (a) such
          failure  results only from technical  difficulties  in the transfer of
          funds and (b) such failure is remedied  within two Banking Days of the
          due date; or

14.1.2    Breach of certain  obligations:  any Borrower commits any breach of or
          omits to observe any of the obligations or  undertakings  expressed to
          be assumed by it under clauses 12.2 and 13.1; or

14.1.3    Breach of other  obligations:  any  Obligor  commits  any breach of or
          omits to observe any of the obligations or  undertakings  expressed to
          be assumed  by it under the Bank  Finance  Documents  to which it is a
          party (other than any such obligations or undertakings  referred to in
          clauses  14.1.1 and  14.1.2)  and,  in  respect of any such  breach or
          omission  which in the  reasonable  opinion of the  Majority  Banks is
          capable of remedy, such action as the Agent may require shall not have
          been taken  within 5 Banking  Days in the case of a breach or omission
          to observe of any of the obligations or  undertakings  expressed to be
          assumed under clauses 12.1.6(a),  12.1.6(b), 12.1.6(d) or 12.1.6(e) or
          10 Banking Days in all other cases of the Agent  notifying  the Parent
          of such default and of such required action; or

14.1.4    Misrepresentation: any representation or warranty made or deemed to be
          made or repeated by or in respect of any Obligor in or pursuant to any
          Bank  Finance  Document or in any  notice,  certificate  or  statement
          referred  to in and to be  delivered  by any  Obligor  under  any Bank
          Finance  Document is or proves to have been incorrect or misleading in
          any  material  respect  at the date made or deemed to be  repeated  in
          either case by  reference to the facts and  circumstances  existing on
          such day and the circumstances  giving use to such  misrepresentation,
          if in the  reasonable  opinion of the  Majority  Banks are  capable of
          remedy,  shall not have been  remedied  within 10 Banking  Days of the
          Agent as relevant notifying the Parent of such  misrepresentation  and
          of such required remedy; or

14.1.5    Cross-default:  any  Borrowed  Money of any member of the Group is not
          paid  when  due (or  within  any  applicable  grace  period  expressly
          contained  in the  agreement  relating to such  Borrowed  Money in its
          original terms) or becomes (whether by declaration or automatically in
          accordance with the relevant agreement or instrument  constituting the
          same) due and payable prior to the date when it would  otherwise  have
          become due or any creditor of any member of the Group becomes entitled
          to declare any Borrowed Money of any member of

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          the Group so due and payable or to require cash  collateralisation  or
          security for any such  Borrowed  Money (save  pursuant to the terms of
          this Agreement) or any facility or commitment  available to any member
          of the Group  relating to Borrowed  Money is  withdrawn,  suspended or
          cancelled by reason of any default  (however  described) of the member
          of the Group concerned  unless the amount,  or aggregate amount at any
          one  time,  of all  Borrowed  Money in  relation  to which  any of the
          foregoing  events shall have occurred and be continuing is equal to or
          less than  (pound)3,250,000  or its  equivalent  in the  currencies in
          which the sums are denominated and payable; or

14.1.6    Notes  default:  any Event of Default"  (as defined in the Amended and
          Restated Note Purchase  Agreement) under the Amended and Restated Note
          Purchase Agreement regardless of any waiver thereunder, or

14.1.7    Derivatives  Contract  default:  any member of the Group fails to make
          payment in relation to a  Derivatives  Contract of any sum equal to or
          greater  than(pound)3,250,000  in  aggregate  at any one  time (or its
          equivalent  in the  relevant  currency  of  payment)  on its due  date
          (taking   into   account  any  grace   period   permitted   under  the
          documentation for that Derivatives Contract or, if none stated, within
          5 Banking Days of the due date) or the  counterparty  to a Derivatives
          Contract becomes entitled to terminate that Derivatives Contract early
          by reason of  default  on the part of any  member of the Group and the
          Net Derivatives  Liability in the aggregate payable under all affected
          Derivatives  Contracts  at the  relevant  time is equal to or  greater
          than(pound)3,250,000 (or its equivalent in the relevant currency); or

14.1.8    Legal  process:  any  judgment  or order made  against  any Obligor or
          Material Subsidiary is not stayed or complied with within 14 days or a
          creditor  attaches or takes  possession of, or a distress,  execution,
          sequestration  or other process is levied or enforced upon or sued out
          against,  any material  part of the  undertakings,  assets,  rights or
          revenues of any Obligor or Material  Subsidiary  and is not discharged
          within 14 days; or

14.1.9    Insolvency

          (a)  any Material  Subsidiary  or Obligor is (i) deemed  unable to pay
               its debts within the meaning of section  123(1 )(e) or (2) of the
               Insolvency  Act 1986  (but so that the words "it is proved to the
               satisfaction  of the court that" shall be deemed to be  deleted),
               (ii)  becomes,  or admits to being,  unable  generally to pay its
               debts as they fall due or (iii)  otherwise  becomes  insolvent or
               stops or  suspends  making  payments  (whether  of  principal  or
               interest)  with  respect  to all or any  class  of its  debts  or
               announces an intention to do so; or

          (b)  any Material  Subsidiary  or Obligor  incorporated  in the United
               States  commences a voluntary  case or other  proceeding  seeking
               liquidation,  reorganisation  or other  relief  with  respect  to
               itself or its debts  under any  bankruptcy,  insolvency  or other
               similar law now or hereafter  in effect or seeks the  appointment
               of a trustee,  receiver,  liquidator,  custodian or other similar
               official  of it or  any  substantial  part  of its  property,  or
               consents  to any such relief or to the  appointment  of or taking
               possession by any such official in an  involuntary  case or other
               proceeding  commenced  against it, or makes a general  assignment
               for the benefit of creditors, or fails generally to pay its debts
               as they become due, or takes any  corporate  action to  authorise
               any of the foregoing; or

          (c)  an involuntary case or other proceeding is commenced  against any
               Material Subsidiary or Obligor  incorporated in the United States
               seeking liquidation,  reorganisation or other relief with respect
               to it or its debts  under  any  bankruptcy,  insolvency  or other
               similar law now or hereafter in effect or seeking the appointment
               of a trustee,  receiver,  liquidator,  custodian or other similar
               official of it or any substantial part of its property,  and such
               involuntary  case or other  proceeding  remains  undismissed  and
               unstayed  for a period  of 60 days;  or an order  for  relief  is
               entered against any such Material Subsidiary or Obligor under the
               US federal bankruptcy laws as now or hereafter in effect; or

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          (d)  a petition for insolvency proceedings in respect of the assets of
               any Material  Subsidiary  or Obligor  incorporated  in Germany is
               filed or threatened to be filed (such threat not to be frivolous)
               or any event occurs which  constitutes a cause for the initiation
               of  insolvency  proceedings  ("Eroffnungsgrund")  as set forth in
               Sec. 17 et seq.  German  Insolvency  Code, in particular any such
               Material  Subsidiary or Obligor ceases to honour its obligations,
               becomes  insolvent or overindebted,  admits its inability to meet
               its  obligations  as they fall due or  anything  occurs  which is
               similar to the above under the laws of any jurisdiction; or

14.1.10   Reduction  or loss of capital:  a meeting is convened by any  Material
          Subsidiary  or Obligor for the purpose of passing  any  resolution  to
          purchase,  reduce or redeem any of its share capital or to comply with
          section  142 of the  Companies  Act 1985 other than (i) in  connection
          with the redemption of preference  shares at their scheduled  maturity
          as permitted  under this Agreement or (ii) with the written consent of
          the Agent (acting on the instructions of the Majority Banks); or

14.1.11   Winding up: any  petition is  presented or other step is taken for the
          purpose of winding up any Material  Subsidiary or Obligor (not being a
          petition which such entity can demonstrate to the  satisfaction of the
          Agent, by providing an opinion of leading  counsel to that effect,  is
          frivolous,  vexatious  or an  abuse  of the  process  of the  court or
          relates to a claim to which such  entity has a good  defence and which
          is being vigorously  contested by such company) or an order is made or
          resolution  passed for the winding up of any  Material  Subsidiary  or
          Obligor or a notice is issued  convening  a meeting for the purpose of
          passing any such  resolution,  other than in  relation  to, or for the
          purpose of, a solvent  reorganisation on terms previously  approved by
          the Agent; or

14.1.12   Administration:  any  petition is presented or other step is taken for
          the purpose of the  appointment  of an  administrator  of any Material
          Subsidiary or Obligor or an  administration  order is made in relation
          to any Material Subsidiary or Obligor; or

14.1.13   Appointment  of receivers and managers:  any  administrative  or other
          receiver is  appointed of any  Material  Subsidiary  or Obligor or any
          material part of its assets and/or undertakings or any other steps are
          taken to enforce any Encumbrance over all or any part of the assets of
          any Material Subsidiary or Obligor; or

14.1.14   Compositions:  any steps are taken, or negotiations  commenced, by any
          Material  Subsidiary or Obligor or by any of its creditors with a view
          to  proposing  any  kind of  composition,  compromise  or  arrangement
          involving such entity and its creditors generally,  other than for the
          purposes of a solvent  reorganisation on terms previously  approved by
          the Agent; or

14.1.15   Analogous  proceedings:  there  occurs,  in relation  to any  Material
          Subsidiary or Obligor, in any country or territory in which it carries
          on business  or to the  jurisdiction  of whose  courts any part of its
          assets is subject,  any event which, in the reasonable  opinion of the
          Agent,  appears in that country or territory to  correspond  with,  or
          have an effect  equivalent  or similar to, any of those  mentioned  in
          clauses 14.1.8 (Legal process) to 14.1.14  (Compositions)  (inclusive)
          or any Material Subsidiary or Obligor otherwise becomes subject (other
          than  merely as a result of its  existence),  in any such  country  or
          territory,  to  the  operation  of any  law  relating  to  insolvency,
          bankruptcy or liquidation; or

14.1.16   Cessation of business:  any Material Subsidiary or Obligor suspends or
          ceases or  threatens to suspend or cease to carry on all or a material
          part  of its  business  other  than  as  otherwise  permitted  by this
          Agreement or on terms previously agreed by the Agent; or

14.1.17   Seizure: all or a material part of the undertaking,  assets, rights or
          revenues of, or shares or other  ownership  interests in, any Material
          Subsidiary  or  Obligor  are  seized,  nationalised,  expropriated  or
          compulsorily  acquired  by or under the  authority  of any  government
          other than for full consideration; or

14.1.18   Change of control: (deleted); or

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14.1.19   Unlawfulness:  it  becomes  unlawful  at any time for any  Obligor  to
          perform all or any of its obligations  under any Bank Finance Document
          to which it is a party; or

14.1.20   Repudiation:  any Obliger repudiates any of the Bank Finance Documents
          to which it is a party or does or causes or permits to be done any act
          or thing  evidencing an intention to repudiate any of the Bank Finance
          Documents; or

14.1.21   Material  Adverse Effect:  any event or circumstance  arises which, in
          opinion of the Majority Banks (acting reasonably):

          (a)  is, or is reasonably likely to be, materially  adverse to (i) the
               ability  of any  Obligor  to pay any sum due from it under any of
               the Bank  Finance  Documents,  (ii) the ability of any Obligor to
               comply with any of its obligations or  undertakings  expressed to
               be assumed by it under clauses 12.1.6(a),  12.1.6(b),  12.1 .6(d)
               and  12.1.6(e) at the time and in the manner  stipulated in those
               clauses  (or  within the grace  period  applicable  under  clause
               14.1.3),  (iii) the  ability of any Obligor to comply with any of
               its  obligations  or  undertakings  expressed to be assumed by it
               under clauses 12.2, or 13 of this Agreement,  (iv) the ability of
               any  Obligor to perform any of its  obligations  under any of the
               Security  Documents  or (v) the  business,  assets  or  financial
               condition of the Group taken as a whole; or

          (b)  results in, or is reasonably likely to result in, any of the Bank
               Finance  Documents  not being  legal,  valid and binding on, and,
               enforceable substantially in accordance with their terms, against
               any party thereto; or

14.1.22   Qualification  of accounts:  the Auditors  qualify their report on the
          preliminary or final audited consolidated  financial statements of the
          Group in any way except where the  qualification  has been agreed with
          the  Banks or where  the  remedy  for the  matter  giving  rise to the
          qualification  would have no material adverse effect on the results of
          the Group for the  period to which  such  accounts  relate  nor on the
          financial position of the Group as at the end of such period; or

14.1.23   ERISA: with respect to any member of the Group  incorporated or formed
          in the United States,  a Plan shall be terminated  pursuant to Section
          4041(c) of ERISA or PBGC shall  institute  proceedings  under  Section
          4042 of ERISA for the  termination of, or the appointment of a trustee
          to administer,  any Plan or a member of the Group  incorporated in the
          United  States  shall incur any  liability as a result of a prohibited
          transaction  within the meaning of Section 4975 of the Code or Section
          406 of ERISA, or contributions  required to be made to a Plan pursuant
          to Section  412 of the Code shall not be made,  which,  in the case of
          any of the events  described in this clause  14.1.23,  shall result in
          liability of any member of the Group incorporated in the United States
          or any ERISA Affiliate which has or can reasonably be expected to have
          a Material Adverse Effect; or

14.1.24   Challenge  to security:  any  Security  Document is not at the date of
          execution thereof or ceases to be effective in any material respect or
          any Obligor shall in any way challenge,  or any  proceedings  shall in
          any way be brought to challenge the validity or  enforceability of any
          of the Security Documents.

14.2      Acceleration

          The  Agent  if so  requested  by the  Majority  Banks  shall,  without
          prejudice to any other rights of the Bank Finance Parties, at any time
          after the  happening  of an Event of  Default  (and for so long as the
          Event of Default is continuing  unremedied  and unwaived) by notice to
          the Parent declare that:

14.2.1    the obligation of each Funder to make its Commitment  available  shall
          be  terminated,  whereupon the Total  Commitments  shall be reduced to
          zero forthwith; and/or

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14.2.2    all  outstanding  Advances  and  Utilisations  and  all  interest  and
          commitment  commission  accrued and all other sums payable  under this
          Agreement  (including  full cash cover in  respect of all  outstanding
          Swingline  Letters of Credit) have become  immediately due and payable
          or have  become due and payable on demand,  whereupon  the same shall,
          immediately or in accordance with the terms of such notice,  become so
          due and payable; and/or

14.2.3    the  Security  Documents  (or any of  them)  have  become  enforceable
          whereupon the same shall be  enforceable,  provided  that  immediately
          upon the  occurrence of any of the events  specified in clauses 14.1.9
          (Insolvency)  to 14.1.15  (Analogous  proceedings)  (inclusive)  on or
          after the date of this  Agreement  in  relation  to any  member of the
          Group  incorporated  in the United States and whether or not the Agent
          shall have previously made any declaration  pursuant to clauses 14.2.1
          or  14.2.2  above,  the  events  specified  in such  paragraphs  shall
          automatically occur as if the Agent had made a declaration pursuant to
          such paragraphs and all Commitments shall be cancelled and all amounts
          due under this  Agreement  shall  immediately  become due and  payable
          (including  full cash cover in respect  of all  outstanding  Swingline
          Letters of Credit) together with all accrued interest.

          On or at any time after the making of any such declaration,  the Agent
          or the Swingline  Bank (as the case may be) shall be entitled,  to the
          exclusion of the Borrowers,  to select the duration of each period for
          the calculation of interest in relation to any outstanding Advances or
          other sums payable under this Agreement.

14.3      Demand basis

          If,  pursuant to clause  14.2.2,  the Agent  declares all  outstanding
          Advances  and  Utilisations  to be due and  payable on demand then the
          Agent may (and, if so instructed by the Majority Banks,  shall) at any
          time by written  notice to the Borrowers (a) call for repayment of the
          Advances  and  Utilisations  on such date as may be  specified in such
          notice  whereupon the Advances and  Utilisations  shall become due and
          payable  on the  date so  specified  together  with all  interest  and
          commitment  commission  accrued and all other sums payable  under this
          Agreement  (including  full cash cover in  respect of all  outstanding
          Swingline  Letters of Credit) or (b) withdraw  such  declaration  with
          effect from the date specified in such notice.

15        Indemnities

15.1      Miscellaneous indemnities

          Each  Borrower  shall on  demand  indemnify  each Bank  Finance  Party
          without  prejudice to any of their other rights under the Bank Finance
          Documents,  against  any loss  (including  loss of  Margin) or expense
          which such Bank Finance  Party shall  certify as sustained or incurred
          by it as a consequence of:

15.1.1    any default in payment by any member of the Group of any sum under any
          of the Bank Finance Documents when due;

15.1.2    the occurrence of any other Event of Default;

15.1.3    any prepayment of all or part of any Advance being made otherwise than
          on its Repayment Date; or

15.1.4    any  Advance  not being made or  Swingline  Letter of Credit not being
          issued  for any  reason  (excluding  any  default  by the  Agent,  the
          Swingline  Bank, any Arranger or any Bank) after a Drawdown  Notice or
          an L/C Application has been given;

          including,  in any such case,  but not limited to, any loss or expense
          sustained  or incurred by such Bank in  maintaining  or funding all or
          any  part  of  its  Contribution  or in  liquidating  or  re-employing
          deposits from third parties  acquired or contracted for to fund all or
          any part of its Contribution or any other amount owing to such Bank.

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15.2      Currency of account; currency indemnity

          No payment by a Borrower under any Bank Finance Document which is made
          in a currency  other than the  currency  ("Contractual  Currency")  in
          which such  payment is  required to be made  pursuant to the  relevant
          Bank Finance  Document  shall  discharge the  obligation in respect of
          which it is made  except  to the  extent  of the net  proceeds  in the
          Contractual  Currency received by the Agent, the Swingline Bank or the
          Overdraft  Bank,  as  appropriate  upon  the sale of the  currency  so
          received,  after taking into account any premium and costs of exchange
          in  connection  with such  sale.  For the  avoidance  of doubt no Bank
          Finance  Party  shall be  obliged  to  accept  any such  payment  in a
          currency  other  than the  Contractual  Currency  nor  shall  any Bank
          Finance  Party be liable to any  Borrower for any loss or alleged loss
          arising from  fluctuations in exchange rates between the date on which
          such payment is so received by the Agent,  the  Swingline  Bank or the
          Overdraft  Bank, as appropriate  and the date on which the Agent,  the
          Swingline  Bank or the  Overdraft  Bank, as  appropriate  effects such
          sale, as to which the Agent, the Swingline Bank or the Overdraft Bank,
          as appropriate  shall (as against such Borrower) act in good faith. If
          any sum due from a Borrower  under any Bank  Finance  Document  or any
          order or judgment  given or made in relation  hereto is required to be
          converted from the  Contractual  Currency or the currency in which the
          same is payable  under such order or judgment  (the "first  currency")
          into another  currency (the "second  currency") for the purpose of (a)
          making or filing a claim or proof against a Borrower, (b) obtaining an
          order or judgment in any court or other  tribunal or (c) enforcing any
          order or  judgment  given  or made in  relation  to any  Bank  Finance
          Document,  such  Borrower  shall  indemnify and hold harmless the Bank
          Finance  Parties from and against any loss suffered as a result of any
          difference  between (i) the rate of exchange  used for such purpose to
          convert the sum in question  from the first  currency  into the second
          currency  and (ii) the rate or rates of  exchange  at which  such Bank
          Finance  Party may in the  ordinary  course of business  purchase  the
          first currency with the second  currency upon receipt of a sum paid to
          it in satisfaction,  in whole or in part, of any such order, judgment,
          claim or proof.  Any amount due from a  Borrower  under the  indemnity
          contained  in this  clause  15.2 shall be due as a  separate  debt and
          shall not be affected by judgment  being  obtained  for any other sums
          due  under or in  respect  of this  Agreement  and the  term  "rate of
          exchange"  includes  any  premium  and costs of  exchange  payable  in
          connection  with the  purchase of the first  currency  with the second
          currency.

15.3      ECB reserve requirements

          The Parent shall on demand  indemnify  each Funder against any cost or
          loss suffered by it as a result of complying  with European  System of
          Central Banks  reserve  requirements  to the extent such  requirements
          relate to its  participation in the Facilities and are not recoverable
          by such Funder under clause 16.2.

16        Unlawfulness and increased costs; mitigation

16.1      Unlawfulness

          If, after the date of this Agreement it is or becomes  contrary to any
          applicable  law or regulation for any Funder to contribute to Advances
          or to maintain its  Commitment or fund its  Contribution  or to fulfil
          its  obligations  under clause 6 or clause 7 or for the Swingline Bank
          to issue or perform its obligations  under Swingline Letters of Credit
          such Funder shall  promptly,  through the Agent,  notify the Parent of
          (i) the obligations which have been rendered illegal, (ii) the date on
          which the  illegality has or will take effect and (iii) details of the
          relevant law or regulation whereupon:

16.1.1    such Funder's  Commitment under the Revolving Credit  Facilities,  the
          Swingline  Facility or the Overdraft  Facility,  as relevant  shall be
          reduced to zero but without  prejudice to the obligations to indemnify
          the Swingline Bank in relation to Swingline  Letters of Credit and the
          Overdraft  Bank in  relation  to the  Overdraft  Facility  pursuant to
          clauses  6.12 and 7.2 which will remain in full force and effect until
          the Swingline  Bank or the Overdraft  Bank, as relevant  notifies such
          Bank that it is satisfied that the Swingline Borrower or the Overdraft
          Borrower,  as  relevant,  has cash  callateralised  the amount of that
          Funder's  indemnification exposure in respect of outstanding Swingline
          Letters of Credit or the Overdraft Facility; and

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16.1.2    the Borrowers shall be obliged to:

          (a)  prepay the Contribution of such Funder on a future specified date
               not being  earlier than the latest date, if such  illegality  has
               taken effect, permitted by the relevant law or regulation; and

          (b)  pay  an  amount  equivalent  to,  and in the  currency  of,  such
               indemnification exposure in respect of each outstanding Swingline
               Letter of Credit and the Overdraft Facility, to the Agent as cash
               collateral for such exposure; and

          (c)

               (i)  if it becomes so contrary to any law or regulation  prior to
                    the proposed date of opening the Swingline  Letter of Credit
                    for the  Swingline  Bank to open  such  Swingline  Letter of
                    Credit,  the  obligations  of the  Swingline  Bank to  issue
                    Swingline Letters of Credit shall forthwith terminate; and

               (ii) if it becomes so contrary to any law or regulation after the
                    L/C  Issue  Date  for  the  Swingline  Bank  to  perform its
                    obligations  under a  Swingline  Letter of  Credit  then the
                    Agent shall,  at the request and on behalf of the  Swingline
                    Bank,  give notice to the relevant  Borrower  requiring  the
                    relevant  Borrower to cause the  liability of the  Swingline
                    Bank under that Swingline  Letter of Credit to be discharged
                    in full  to the  satisfaction  of the  Swingline  Bank.

          Any  prepayment  pursuant to this  clause 16.1 shall be made  together
          with all amounts referred to in clause 8.7

16.2      Increased costs

          If the result of any change in, or in the official  interpretation  or
          application  of, or the  introduction  of, any law or any  regulation,
          request or  requirement  (whether or not having the force of law, but,
          if not having the force of law, with which the relevant  Funder or, as
          the case may be, its holding company habitually  complies),  including
          (without  limitation)  those relating to Taxation,  capital  adequacy,
          liquidity,  reserve assets,  cash ratio deposits and special deposits,
          (including  European System of Central Banks reserve  requirements) is
          to:

16.2.1    subject  any  Funder to Taxes or change the basis of  Taxation  of any
          Funder with respect to any payment  under this  Agreement  (other than
          Taxes or Taxation on the overall net income,  profits or gains of such
          Funder imposed in the  jurisdiction  in which its principal or lending
          office under this Agreement is located); and/or

16.2.2    increase the cost to, or impose an  additional  cost on, any Funder or
          its holding company in making or keeping available all or part of such
          Funder's  Commitment  or  maintaining  or funding  all or part of such
          Funder's Contribution; and/or

16.2.3    reduce the amount payable or the effective  return to any Funder under
          this Agreement; and/or

16.2.4    reduce  any  Funders  or its  holding  company's rate of return on its
          overall  capital  by reason  of a change in the  manner in which it is
          required to allocate  capital  resources to such  Funders  obligations
          under this Agreement; and/or

16.2.5    require any Funder or its holding company to make a payment or forgo a
          return  calculated  by  reference  to or on  any  amount  received  or
          receivable by such Funder under this Agreement; and/or

16.2.6    require any Funder or its  holding  company to incur or sustain a loss
          (including  a loss of  future  potential  profits)  by reason of being
          obliged to deduct  all or part of such  Funder's Commitment,  exposure
          under Swingline Letters of Credit or Contribution from its capital for
          regulatory purposes,

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          then and in each such case (but subject to clause 16.3):

          (a)  such Funder shall notify the Parent  through the Agent in writing
               of such event promptly upon its becoming aware of the same; and

          (b)  the  Borrowers  shall on demand,  made at any time whether or not
               such Funder's Contribution or exposure under Swingline Letters of
               Credit has been repaid,  pay to the Agent for the account of such
               Funder the amount which such Funder  specifies  (in a certificate
               setting forth the basis of the computation of such amount but not
               including  any matters  which such Funder or its holding  company
               regards as  confidential)  is required to compensate  such Funder
               and/or its holding company for such liability to Taxes, increased
               or additional cost, reduction, payment, forgone return or loss.

          For the purposes of this clause 16.2 and clause 16.4 "holding company"
          means, in relation to a Funder,  the company or entity (if any) within
          the consolidated supervision of which such Funder is included.

16.3      Exceptions

          Nothing in clause 16.2 shall  entitle any Funder to receive any amount
          in respect of compensation for any such liability to Taxes,  increased
          or additional cost, reduction,  payment, forgone return or loss to the
          extent that the same:

16.3.1    is taken into account in calculating the Additional Cost; or

16.3.2    is the subject of an additional payment under clause 10.5; or

16.3.3    arises as a consequence of (or of any law or regulation  implementing)
          (i) the proposals for international convergence of capital measurement
          and capital  standards  published  by the Basle  Committee  on Banking
          Regulations  and  Supervisory  Practices  in July 1988 and/or (ii) the
          Banking Consolidation Directive (2000/12/EC) of the European Union (in
          each  case)   unless  it  results  from  any  change  in,  or  in  the
          interpretation   or  application   of,  such  proposals  or  any  such
          applicable directive (or any law or regulation  implementing the same)
          occurring after the date hereof.

16.4      Mitigation

          If  circumstances  arise  which  would,  or would  upon the  giving of
          notice, result in:

16.4.1    the  Borrowers  being  required  to make an  increased  payment to any
          Funder pursuant to clause 10.5;

16.4.2    the  reduction of any  Funder's  Commitment  to zero or the  Borrowers
          being required to prepay any Funder's Contribution  pursuant to clause
          16.1; or

16.4.3    the  Borrowers  being  required  to make a  payment  to any  Funder to
          compensate  such  Funder or its holding  company  for a  liability  to
          Taxes,  increased or  additional  cost,  reduction,  payment,  forgone
          return or loss pursuant to clause 16.2,

          then,  without in any way limiting,  reducing or otherwise  qualifying
          the  obligations of the Borrowers  under clause 10 and this clause 16,
          such Funder shall, in consultation  with the Agent,  endeavour to take
          such  reasonable  steps (and/or,  in the case of clause 16.2 and where
          the increased or additional cost, reduction,  payment,  forgone return
          or loss is that of its holding company,  endeavour to procure that its
          holding company takes such reasonable steps) as are open to it (or, as
          the case may be, its  holding  company)  to  mitigate  or remove  such
          circumstances (including (in the case of such Funder) the transfer of
          its rights and  obligations  under this  Agreement  to another bank or
          financial  institution)  unless the taking of such steps might (in the
          opinion of such Funder) be prejudicial to such Funder (or, as the case
          may be, its holding company) or be in conflict with such Funder's (or,
          as the case may be, its holding

                                       75
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          company's) general banking policies or involve such Funder (or, as the
          case  may  be,  its  holding  company)  in  expense  or  an  increased
          administrative burden.

16.5      Regulation D Costs

          Each US  Borrower  shall,  within 10 Banking  Days (if it is the first
          occasion  on which the  relevant  Bank makes the  demand) or 5 Banking
          Days (in all other  cases) of demand by any Bank  (through the Agent),
          pay to that  Bank  the  amount  of any  Regulation  D  Costs  actually
          incurred by that Bank in respect of its participation in any loan made
          by it to that US Borrower.

17        Set-off and pro rata payments

17.1      Set-off

          Following a Default which is continuing  unremedied  and unwaived each
          Borrower  authorises  each  Bank  Finance  Party to apply  any  credit
          balance to which such Borrower is then entitled on any account of such
          Borrower  with such Bank  Finance  Party at any of its  branches in or
          towards  satisfaction  of any sum  then  due  and  payable  from  such
          Borrower to such Bank  Finance  Party under this  Agreement.  For this
          purpose  each Bank Finance  Party is  authorised to purchase  with the
          moneys standing to the credit of such account such other currencies as
          may be necessary to effect such application.  None of the Bank Finance
          Party  shall be  obliged  to  exercise  any right  given to it by this
          clause 17.1.  Each Bank  Finance  Party shall notify the Agent and the
          Parent (giving full details)  forthwith upon the exercise or purported
          exercise of any right of set-off and the Agent shall  inform the other
          Bank Finance Parties.  Failure by any Bank Finance Party to notify the
          Agent and the Parent shall not affect the validity of the set-off.

17.2      Pro rata payments

17.2.1    If at any time any Bank (the "Recovering  Bank")  receives or recovers
          any amount owing to it by any Borrower  under this Agreement by direct
          payment,  set-off or in any manner  other than by payment  through the
          Agent  pursuant to clause 10.1 or 10.11 (not being a payment  received
          from a Substitute or  sub-participant  in such Bank's  Contribution or
          any other payment of an amount due to the Recovering Bank for its sole
          account pursuant to clauses 8.5, 9, 10.5, 15, 16.1, 16.2 or 16.5), the
          Recovering  Bank  shall,  within two Banking  Days of such  receipt or
          recovery (a "Relevant  Receipt") notify the Agent of the amount of the
          Relevant Receipt. If the Relevant Receipt exceeds the amount which the
          Recovering  Bank would have received if the Relevant  Receipt had been
          received by the Agent and distributed pursuant to clause 10.1 or 10.11
          (as the case may be) then:

          (a)  within two Banking  Days of demand by the Agent,  the  Recovering
               Bank shall pay to the Agent an amount  equal (or  equivalent)  to
               the excess;

          (b)  the Agent shall treat the excess amount so paid by the Recovering
               Bank as if it were a  payment  made by the  Borrowers  and  shall
               distribute the same to the Banks (other than the Recovering Bank)
               in accordance  with clause 10.1 or clause 10.11,  as the case may
               be; and

          (c)  as  between  the  Borrowers  and the  Recovering  Bank the excess
               amount so redistributed  shall be treated as not having been paid
               but the obligations of the Borrowers to the other Banks shall, to
               the extent of the amount so re-distributed to them, be treated as
               discharged.

17.2.2    If any part of the Relevant  Receipt  subsequently has to be wholly or
          partly  refunded by the  Recovering  Bank  (whether to a liquidator or
          otherwise) each Bank to which any part of such Relevant Receipt was so
          re-distributed  shall on request from the Recovering Bank repay to the
          Recovering  Bank such Bank's pro rata share of the amount which has to
          be refunded by the Recovering Bank.

17.2.3    Each Bank shall on request supply to the Agent such information as the
          Agent may from time to time  request  for the  purpose of this  clause
          17.2.

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17.2.4    Notwithstanding  the  foregoing  provisions  of  this  clause  17.2 no
          Recovering  Bank shall be obliged to share any Relevant  Receipt which
          it receives or recovers  pursuant to legal  proceedings taken by it to
          recover any sums owing to it under this Agreement with any other party
          which  has a  legal  right  to,  but  does  not,  either  join in such
          proceedings or commence and diligently pursue separate  proceedings to
          enforce  its  rights  in  the  same  or  another   court  (unless  the
          proceedings  instituted by the  Recovering  Bank are  instituted by it
          without  prior  notice  having  been given to such party  through  the
          Agent).

17.3      No release

          For the  avoidance of doubt it is hereby  declared that failure by any
          Recovering Bank to comply with the provisions of clause 17.2 shall not
          release  any  other  Recovering  Bank from any of its  obligations  or
          liabilities under clause 17.2.

17.4      No charge

          The provisions of this clause 17 shall not, and shall not be construed
          so as to,  constitute a charge by a Bank over all or any part of a sum
          received or recovered by it in the  circumstances  mentioned in clause
          17.2.

18        Assignment,  substitution,  lending offices,  Additional Borrowers and
          Affiliates of Banks

18.1      Benefit and burden

          This  Agreement  shall be binding upon,  and enure for the benefit of,
          the Bank Finance Parties and their respective successors and permitted
          assigns.

18.2      No assignment by Borrower

          None of the  Borrowers  may assign or otherwise  transfer any of their
          rights or obligations  under this Agreement  without the prior written
          consent of all the Banks, the Swingline Bank and the Overdraft Bank.

18.3      Substitution

          Each Bank (an "Existing  Bank") may transfer,  by way of novation (but
          not by way of assignment or otherwise), all or any part of its rights,
          benefits  and/or  obligations  under this Agreement to another bank or
          financial  institution (a "Substitute") with the consent in writing of
          the  Swingline  Bank and the  Overdraft  Bank,  such consent not to be
          unreasonably  withheld  or  delayed  and after  consultation  with the
          Parent but  without  requiring  the consent of any  Obligor.  Any such
          novation  shall be effected  upon not less than 5 Banking  Days' prior
          notice  by  delivery  to the  Agent of a duly  completed  Substitution
          Certificate duly executed by the Existing Bank and the Substitute.  On
          the  Transfer  Date  (as  specified  and  defined  in  a  Substitution
          Certificate  so  executed  and  delivered),  to the  extent  that  the
          Commitment  and  Contribution  of the Existing Bank are expressed in a
          Substitution  Certificate  to be the subject of the novation in favour
          of the Substitute  effected pursuant to this clause 18.3, by virtue of
          the  counter-signature  of the  Substitution  Certificate by the Agent
          (for itself and the other  parties to this  Agreement and the Security
          Trust Deed):

          (a)  the existing parties to this Agreement,  the Security Trust Deed,
               the Common  Security Trust Deed and the  Intercreditor  Agreement
               and the  Existing  Bank shall be released  from their  respective
               obligations  towards  one  another  under  this  Agreement,   the
               Security  Trust  Deed,  the  Common  Security  Trust Deed and the
               Intercreditor  Agreement  ("discharged  obligations")  and  their
               respective  rights against one another under this Agreement,  the
               Security  Trust  Deed,  the  Common  Security  Trust Deed and the
               Intercreditor Agreement ("discharged rights") shall be cancelled;

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<PAGE>

          (b)  the Substitute party to the relevant Substitution Certificate and
               the existing parties to this Agreement,  the Security Trust Deed,
               the Common  Security Trust Deed and the  Intercreditor  Agreement
               (other than such Existing Bank) shall assume obligations  towards
               each other which  differ  from the  discharged  obligations  only
               insofar as they are owed to or assumed by such Substitute instead
               of to or by such Existing Bank; and

          (c)  the Substitute party to the relevant Substitution Certificate and
               the existing parties to this Agreement,  the Security Trust Deed,
               the Common  Security Trust Deed and the  Intercreditor  Agreement
               (other than such Existing Bank) shall acquire rights against each
               other which  differ from the  discharged  rights only  insofar as
               they are exercisable by or against such Substitute  instead of by
               or against such Existing Bank,

          and, on such Transfer Date,  the  Substitute  shall pay to the Agent a
          fee of  (pound)1,000  for its own  account.  The Agent shall  promptly
          notify  the other  Banks and the  Parent of the  receipt  by it of any
          Substitution  Certificate  and shall  promptly  deliver a copy of such
          Substitution Certificate to the Parent.

18.4      Limitation on certain obligations

18.4.1    If, at the time of any  novation  or change in  lending  office by any
          Funder  circumstances exist which would oblige the Borrowers to pay to
          the  Substitute  (or,  in the case of change in  lending  office,  the
          relevant  Funder) under clauses 10.1,  10.5 or 16 any sum in excess of
          the sum (if any) which  they  would  have been  obliged to pay to that
          Funder  under the relevant  clause in the absence of that  novation or
          change of lending  office,  the Borrowers  shall not be obliged to pay
          that excess.

18.4.2    [deleted].

18.5      Reliance on Substitution Certificate

          The Bank Finance  Parties,  the Borrowers and the Guarantors  shall be
          fully entitled to rely on any  Substitution  Certificate  delivered to
          the Agent in accordance  with the foregoing  provisions of this clause
          18 which is complete  and regular on its face as regards its  contents
          and purportedly signed on behalf of the relevant Existing Bank and the
          Substitute and none of the Bank Finance Parties, the Borrowers and the
          Guarantors shall have any liability or  responsibility to any party as
          a consequence of placing reliance on and acting in accordance with any
          such  Substitution  Certificate  if it  proves to be the case that the
          same was not authentic or duly authorised.

18.6      Authorisation of Agent

          Each  party to this  Agreement  irrevocably  authorises  the  Agent to
          counter-sign  each  Substitution  Certificate  on its  behalf  for the
          purposes   of  clause  18.3   without  any  further   consent  of,  or
          consultation with, such party.

18.7      Construction of certain references

          If any Funder  novates  all or any part of its  rights,  benefits  and
          obligations   as  provided  in  clause  18.3  or  19.14  all  relevant
          references  in this  Agreement  to such  Funder  shall  thereafter  be
          construed as a reference to such Funder  and/or its  Substitute to the
          extent of their respective interests.

18.8      Lending offices

          Each Funder shall lend through its office at the address  specified in
          Schedule  2 or,  as the  case  may be,  in any  relevant  Substitution
          Certificate  or through any other office of such Funder  selected from
          time to time by such Funder  through  which such Funder wishes to lend
          for the  purposes of this  Agreement.  If the office  through  which a
          Funder is lending is changed pursuant to this clause 18.8, such Funder
          shall notify the Agent and the Borrowers promptly of such change.

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18.9      Disclosure of Information

18.9.1    Subject to clause  18.9.2,  a Funder  may  disclose  to a  prospective
          transferee  or to any  other  person  who may  propose  entering  into
          contractual  relations  with such Funder in relation to this Agreement
          such  information  about the  Borrowers  and the Group as such  Funder
          shall consider appropriate.

18.9.2    No Funder may disclose any information about any Borrower or the Group
          to an actual or potential transferee or other person without the prior
          consent of the Parent (such consent not to be unreasonably withheld or
          delayed)  unless such Funder has obtained from the actual or potential
          transferee or other person a confidentiality undertaking substantially
          in the form  recommended  at such time by the Loan Market  Association
          (or in any other form agreed between the Parent and the Agent).

18.9.3    Any  information  furnished  pursuant  to this  Agreement  to any Bank
          Finance Party shall be kept confidential by the recipient and the Bank
          Finance  Parties  hereby agree to keep the  information  confidential,
          save that the provisions of this clause 18.9.3 and clause 18.9.2 shall
          not apply:

          (a)  to any information already known to the recipient;

          (b)  to any information  subsequently  received by the recipient which
               it would otherwise be free to disclose;

          (c)  to any information which is or becomes public knowledge otherwise
               than by reason of a breach of confidentiality by the Bank Finance
               Party concerned;

          (d)  to any extent that the recipient is required to disclose the same
               pursuant to any law regulation or order of any court; and

          (e)  to any  information  disclosed to auditors or other  professional
               advisers  who are  subject  to a duty of  confidentiality  or any
               other  person  who  undertakes   with  the  Parent  to  keep  the
               information confidential.

18.10     Restrictions on novations

18.10.1   Where a Funder  novates part of its rights,  benefits and  obligations
          pursuant to clause 18.3,  that Funder must novate  equal  fractions of
          its Commitment and  Contribution (if any) in respect of the Facilities
          and,  if at the time when such  novation  takes  effect  more than one
          Revolving   Credit  Advance  is  outstanding,   the  novation  of  its
          Contribution shall take effect in respect of the same fraction of each
          Revolving Credit Advance. The Substitution Certificate relating to any
          such novation shall be completed accordingly.

18.10.2   No novation  shall be effected if, as a  consequence  of that novation
          (or as a consequence of that and any other  novation  between the same
          or related parties taking effect at or about the same time), the total
          Commitments of a Bank would be less than approximately(pound)5,000,000
          (or  its  equivalent)  (unless  such  Bank  is  novating  all  of  its
          Commitments  and  Contributions)  Provided,  however,  that for  these
          purposes  persons that are  Affiliates  of each other shall be treated
          together as one Bank so that individual  Banks which are Affiliates of
          other    Banks   may   have   total    Commitments    of   less   than
          approximately(pound)5,000,000   (or  its   equivalent)  if  the  total
          Commitments  of all such  Banks  which are  Affiliates  of each  other
          together   are  at   least   approximately(pound)5,000,000   (or   its
          equivalent).

18.11     Additional Borrowers and Additional Overdraft Borrowers

18.11.1   If the Parent wishes one of its wholly-owned Subsidiaries to become an
          Additional Borrower or an Additional  Overdraft  Borrower,  then, with
          the prior written  approval of all of the Banks, it may deliver to the
          Agent the documents listed in part D of Schedule 40.

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<PAGE>

18.11.2   On delivery of a Borrower Accession Agreement or an Overdraft Borrower
          Accession  Agreement duly executed by the relevant  Subsidiary and the
          Parent, the Subsidiary concerned will become an Additional Borrower or
          an Additional Overdraft Borrower,  as the case may be. However, it may
          not utilise the Facilities (or, in the case of an Additional Overdraft
          Borrower,  the  Overdraft  Facility)  until the Agent  confirms to the
          Banks and the Parent that it has received all the  documents  referred
          to in clause 18.11.1 above in form and substance  satisfactory  to it,
          which it shall do promptly.

18.11.3   Delivery of a Borrower Accession  Agreement,  or an Overdraft Borrower
          Accession  Agreement,  executed  by the  Subsidiary  and  the  Parent,
          constitutes  confirmation  by that  Subsidiary and the Parent that the
          representations  and  warranties  set out in clause 11 (other than the
          excluded  representations  and  warranties)  to be made by them on the
          date of the Borrower  Accession  Agreement or the  Overdraft  Borrower
          Accession  Agreement  are  correct,  as if made with  reference to the
          facts and circumstances then existing.

18.11.4   The Bank Finance  Parties  irrevocably  authorise the Agent to execute
          any duly executed Borrower Accession  Agreement or Overdraft Accession
          Agreement on their behalf,  upon receipt of the prior written approval
          of the Banks under clause 18.11.1 above.

18.12     Additional Guarantors

          [deleted].

18.13     The Parent as Borrowers' agent

          Each  Borrower by its  execution  of this  Agreement  or an  Accession
          Certificate,  as the case may be, irrevocably  appoints and authorises
          the Parent:

18.13.1   as agent for such Borrower to receive alt notices,  requests,  demands
          or other  communications  under this  Agreement  which shall,  without
          prejudice to any other effective mode of serving the same, be properly
          served on the Borrower concerned if served on the Parent in accordance
          with clause 20.1; and

18.13.2   to give all notices (including  Orawdown Notices) and instructions and
          make such  agreements  (including,  without  limitation,  any Borrower
          Accession  Certificate) expressed to be capable of being given or made
          by such  Borrower or the Borrowers in this  Agreement  notwithstanding
          that they may affect such Borrower  without  further  reference to, or
          the consent of, such Borrower and such Borrower  shall, as regards the
          Bank Finance Parties,  be bound thereby as though such Borrower itself
          had given such notice or instwctions or made such agreement,

          and the Parent is released by the Borrower from s181 German Civil Code
          (Burgerliches Gesetzbuch).

18.14     Amendments binding

          Without  prejudice  to the other  provisions  of this  Agreement  each
          Borrower  hereby  confirms  that if the  Parent  and the Bank  Finance
          Parties or any of them enter into any  amendment or  supplement  to or
          restatement  of this  Agreement,  the  Parenfs  execution  of any such
          amendment or supplement or restatement,  Whether or not expressly made
          or purportedly  made on behalf of such Borrower,  shall (to the extent
          legally  possible)  bind such Borrower  without the need to obtain any
          confirmation or acknowledgement from such Borrower.  For this purpose,
          each  Borrower,   for  the  benefit  of  the  Bank  Finance   Parties,
          irrevocably designates,  appoints and empowers the Parent as its agent
          and attorney.

18.15     Affiliates of Banks

18.15.1   A Bank may provide for an  Affiliate  (or  branch) to  participate  in
          certain Advances, Utilisations or Swingline Letters of Credit:

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          (a)  joining the relevant  Affiliate (or branch) in as a Bank by means
               of a Substitution Certificate in accordance with clause 18.3 (for
               which  purpose  the Bank (as the "Existing  Bank") and the branch
               and/or  Affiliate (as the  "Substitute")  shalt adopt as a single
               Commitment,  such Bank's  Commitment  in respect of the  relevant
               Facility; and

          (b)  giving notice to the Agent and the Parent, detailing the Advances
               and/or  Utilisation  and/or Swingline  Letters of Credit in which
               that Affiliate (or branch) will  participate.  In this event such
               Bank and its Affiliate (or branch):

               (i)  will be treated as having a single Commitment,  but, for all
                    other  purposes  other than that mentioned in paragraph (ii)
                    below, will be treated as separate Banks; and

               (ii) participate  in  Advances,   Utilisations  and/or  Swingline
                    Letters  of Credit in the manner  notified  to the Agent and
                    the Parent in accordance with clause 18.15.1(i) above.

18.15.2   For the purposes of:

          (a)  compliance with clause 18.3; and

          (b)  voting in  connection  with  this  Agreement  or any  other  Bank
               Finance Document, each Bank and its Affiliate (or branch) will be
               regarded as a single Bank.

19        Arranger,   Agent,  Security  Trustee,  Common  Security  Trustee  and
          Reference Banks

19.1      Appointment of Agent

          Each Bank irrevocably appoints the Agent as its agent for the purposes
          of this Agreement and the other Bank Finance  Documents to which it is
          a party and  irrevocably  authorises  the Agent  (whether or not by or
          through employees or agents) to take such action on such Bank's behalf
          and to exercise such rights,  remedies,  powers and discretions as are
          specifically delegated to the Agent by this Agreement and/or the other
          Bank  Finance  Documents  to which it is a party  together  with  such
          powers and  discretions  as are  reasonably  incidental  thereto  (but
          subject to any restrictions or limitations specified in this Agreement
          and the other Bank Finance Documents to which it is a party).  None of
          the Agent, the Swingline Bank, the Overdraft Bank, the Arrangers,  the
          Common Security Trustee or the Security Trustee shall,  however,  have
          any  duties,   obligations  or  liabilities   (whether   fiduciary  or
          otherwise)  to  the  Banks  beyond  those  expressly  stated  in  this
          Agreement  or the other  Bank  Finance  Documents  to which they are a
          party.

19.2      Agent's actions

          Any action  taken by the Agent under or in relation to this  Agreement
          and/or the other Bank  Finance  Documents  to which it is a party with
          requisite  authority,  or on the  basis of  appropriate  instructions,
          received from the Majority Banks or all the Banks,  as the case may be
          (or as otherwise duly authorised), shall be binding on all the Banks.

19.3      Agent's duties

          The Agent shall:

19.3.1    promptly notify each Bank of the contents of each notice,  certificate
          or other  document  received by the Agent from the  Borrower  under or
          pursuant to clauses 12.1.1(a) and 12.1.7;

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<PAGE>

19.3.2    (subject to the other  provisions  of this clause 19) take such action
          or, as the case may be,  refrain  from taking such action with respect
          to the exercise of any of its rights, remedies, powers and discretions
          as Agent, as the Majority Banks may reasonably direct; and

19.3.3    serve as the Borrowers' agent solely for the purpose of this clause to
          maintain a register (the "Register of Commitments") on which the Agent
          will  record the  Commitments  from time to time of each of the Banks,
          the  Advances  made  from  time to time by each of the  Banks and each
          repayment in respect of the  principal  amount of such Advance of each
          such Bank. The Agent will open the Register of Commitments on the date
          of this  Agreement  and will enter into and record on the  Register of
          Commitments  on such date the  Commitments  of all of the Banks as set
          forth in Schedule 2.  Thereafter  the Agent will enter into and record
          on the Register of Commitments  any and all changes to the Commitments
          of any one or more  Banks  made  pursuant  to the  provisions  of this
          Agreement,  the  addition  of new Banks and the  removal of Banks as a
          result of  substitutions  pursuant to clause 18.3. With respect to any
          Bank,  the transfer of the  Commitments of such Bank and the rights to
          the  principal  of,  interest on and fees with  respect to any Advance
          made  pursuant to such  Commitment  shall not be effective  until such
          transfer is recorded on the Register of Commitments  maintained by the
          Agent with respect to ownership of such  Commitments  and Advances and
          prior to such  recordation  all amounts owing to the  transferor  with
          respect to such  Commitments  and  Advances  shall remain owing to the
          transferor.  The  registration  of  substitution or transfer of all or
          part of any Commitments and Advances shall be recorded by the Agent on
          the Register of Commitments only upon the acceptance by the Agent of a
          property executed and delivered Substitution Certificate.

19.4      Agent's rights

          The Agent may:

          (a)  in the  exercise of any right,  remedy,  power or  discretion  in
               relation to any matter, or in any context, not expressly provided
               for by this Agreement and/or the Intercreditor Agreement, act or,
               as the case may be,  refrain from acting in  accordance  with the
               instructions of the Majority Banks,  and shall be fully protected
               in so doing;

          (b)  unless  and  until it shall  have  received  directions  from the
               Majority  Banks  or  all  the  Banks  as  applicable  under  this
               Agreement and/or the Intercreditor  Agreement,  take such action,
               or refrain  from  taking  such  action in respect of a Default of
               which the Agent has actual  knowledge as it shall deem  advisable
               in the best  interests  of the Banks (but shall not be obliged to
               do so);

          (c)  refrain from acting in accordance  with any  instructions  of the
               Majority Banks to institute any legal proceedings  arising out of
               or in connection  with this  Agreement  and/or the  Intercreditor
               Agreement  until it has been  indemnified  and/or  secured to its
               satisfaction  against any and all costs,  expenses or liabilities
               (including  legal fees) which it would or might incur as a result
               unless  such  costs,  expenses  or  liabilities  result  from the
               Agent's gross negligence or wilful misconduct;

          (d)  deem  and  treat  (i) each  Bank as the  person  entitled  to the
               benefit of the Contribution of such Bank for all purposes of this
               Agreement  and the  Intercreditor  Agreement  unless  and until a
               Substitution  Certificate  shall  have been filed with the Agent,
               and  (ii)  the  office  set  opposite  the  name of each  Bank in
               Schedule 2 or, as the case may be, in any  relevant  Substitution
               Certificate  as such  Bank's  lending  office  unless and until a
               written  notice of  change  of  lending  office  shall  have been
               received by the Agent; and the Agent may act upon any such notice
               unless and until the same is superseded by a further such notice;

          (e)  rely as to matters of fact which might  reasonably be expected to
               be within the knowledge of a Borrower  upon a certificate  signed
               by any director of that Borrower on behalf of that Borrower; and

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          (f)  do anything  which is in its opinion  necessary  or  desirable to
               comply with any law or regulation in any jurisdiction.

19.5      No liability of Arrangers,  Security Trustee, Common Security Trustee,
          Agent, Swingline Bank and Overdraft Bank

19.5.1    None of the  Arrangers,  the  Security  Trustee,  the Common  Security
          Trustee,  the Agent,  the Swingline Bank, the Overdraft Bank or any of
          their respective employees and agents shall:

          (a)  be obliged to request any  certificate or opinion under clause 12
               or any  provision of any other Bank  Finance  Document or to make
               any  enquiry  as to the  use of the  proceeds  of the  Facilities
               unless (in the case of the Agent) so  required  in writing by any
               Bank, in which case the Agent shall promptly make the appropriate
               request of the relevant Obligor; or

          (b)  be obliged to make any enquiry as to any breach or default by any
               Obligor in the performance or observance of any of the provisions
               of any Bank Finance  Document or as to the existence of a Default
               unless (in the case of the Agent) the Agent has actual  knowledge
               thereof or has been  notified  in writing  thereof by a Bank,  in
               which  case the  Agent  shall  promptly  notify  the Banks of the
               relevant event or circumstance; or

          (c)  be  obliged  to  enquire  Whether  or not any  representation  or
               warranty  made  by  any  Obligor  pursuant  to any  Bank  Finance
               Document is true; or

          (d)  be  obliged  to  do  anything  (including,   without  limitation,
               disclosing any document or information)  which would, or might in
               its opinion,  be contrary to any law or regulation or be a breach
               of any duty of  confidentiality  or  otherwise be  actionable  or
               render it liable to any person.  For the  purposes of this clause
               19.5.1(d)  the  parties  to this  Agreement  acknowledge  that no
               document delivered to the Agent pursuant to the terms of the Bank
               Finance  Documents  by any  Obligor  is  subject  to any  duty of
               confidentiality  which  would  restrict  the  Agent's  ability to
               deliver copies of the same to the Banks provided that this clause
               19.5.1(d) shall not otherwise affect the duty of the Agent or the
               Banks to keep any confidential information supplied to it or them
               by any member of the Group confidential; or

          (e)  be obliged to  account to any Bank  Finance  Party for any sum or
               the profit element of any sum received by it for its own account;
               or

          (f)  be obliged to institute any legal  proceedings  arising out of or
               in connection with this Agreement or the Intercreditor  Agreement
               other than on the  instructions  of the Majority Banks and (Where
               applicable) in accordance with the Intercreditor Agreement; or

          (g)  be liable to any Bank  Finance  Parties  for any action  taken or
               omitted  under  or  in  connection  with  this   Agreement,   the
               Facilities or the  Intercreditor  Agreement  unless caused by its
               gross negligence or wilful misconduct.

19.5.2    For the purposes of this clause 19.5 none of the Agent,  the Swingline
          Bank, the Overdraft Bank, the Arrangers,  the Common Security  Trustee
          or the Security Trustee shall be treated as having actual knowledge of
          any  matter  of which the  corporate  finance  or any  other  division
          outside the agency or loan administration department of the person for
          the time being acting as the Agent, the Arrangers, the Common Security
          Trustee or the  Security  Trustee  may become  aware in the context of
          corporate  finance,  advisory or lending  activities from time to time
          undertaken by the Agent,  the Swingline  Bank, the Overdraft Bank, the
          Arrangers, the Common Security Trustee or the Security Trustee for any
          member  of the  Group  or  any  other  person  which  may  be a  trade
          competitor of any member of the Group or may otherwise have commercial
          interests similar to those of any member of the Group.

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<PAGE>

19.6      Non-reliance on Arrangers,  Security Trustee, Common Security Trustee,
          Agent, Swingline Bank or Overdraft Bank

          Each  Bank  acknowledges  that it has  not  relied  on any  statement,
          opinion,  forecast or other representation made by the Arrangers,  the
          Security  Trustee,  the  Common  Security  Trustee,  the  Agent or the
          Swingline  Bank or  Overdraft  Bank to  induce  it to enter  into this
          Agreement or any other Bank Finance  Document and that it has made and
          will continue to make,  without  reliance on the Agent,  the Swingline
          Bank,  Overdraft  Bank,  the  Security  Trustee,  the Common  Security
          Trustee or any  Arranger  and based on such  documents as it considers
          appropriate,  its own appraisal of the creditworthiness of the members
          of the Group and its own  independent  investigation  of the financial
          condition,  prospects  and  affairs  of the  members  of the  Group in
          connection with the making and  continuation  of the Facilities  under
          this  Agreement  and the other  Bank  Finance  Documents.  None of the
          Security  Trustee,  the Common Security  Trustee,  the Arrangers,  the
          Agent,  the  Swingline  Bank,  the  Overdraft  Bank shall  (except for
          documents  and/or  notices  which the  Security  Trustee,  the  Common
          Security  Trustee,  the Arrangers  and/or the Agent (i) have agreed to
          provide to the Banks or (ii) have received with sufficient  copies for
          distribution  to the Banks)  have any duty or  responsibility,  either
          initially  or on a  continuing  basis,  to  provide  any Bank with any
          credit or other  information  with  respect  to any  Borrower  whether
          coming into its possession  before the making of any Advance or at any
          time or times  thereafter,  other  than (in the case of the  Agent) as
          provided in clause 19.3.1.

19.7      No  Responsibility  on  Arrangers,  the Security  Trustee,  the Common
          Security Trustee,  the Agent, the Swingline Bank or the Overdraft Bank
          for any Borrower's performance

          None of the  Arrangers,  the  Security  Trustee,  the Common  Security
          Trustee,  the Agent,  the Swingline  Bank or the Overdraft  Bank shall
          have any responsibility or liability to any Bank:

19.7.1    on  account of the  failure of any member of the Group to perform  its
          obligations under the Bank Finance Documents; or

19.7.2    for the financial condition of any member of the Group; or

19.7.3    for the completeness or accuracy of any statements, representations or
          warranties in the Bank Finance Documents or the Information Package or
          any  Information  Memorandum or any document  delivered under any such
          documents; or

19.7.4    for the execution,  effectiveness,  adequacy,  genuineness,  validity,
          enforceability or admissibility in evidence the Bank Finance Documents
          or any  certificate,  report or other  document  executed or delivered
          under any of the Bank Finance Documents; or

19.7.5    otherwise in connection  with the Facilities or its negotiation or for
          acting (or, as the case may be,  refraining from acting) in accordance
          with  the  instructions  of the  Majority  Banks  or all the  Banks as
          applicable under this Agreement.

19.7.6    to ascertain  whether all deeds and  documents  which should have been
          deposited  with it under or pursuant to any of the Security  Documents
          have been so deposited; or

19.7.7    to  investigate  or make any enquiry into the title of the Obligors to
          any of the assets listed in the  Schedules to the Security  Documents;
          or

19.7.8    for the failure to register any of the Security Documents; or

19.7.9    for  the  failure  to  register  any  of  the  Security  Documents  in
          accordance  with  the  provisions  of the  documents  of  title of the
          Obligors to any of the assets  listed in the Schedules to the Security
          Documents; or

19.7.10   for the failure to effect or procure the  registration of any floating
          charge created by any of the Security  Documents by registering  under
          the Land  Registration  Act 1925 any  notice,  caution or other  entry
          prescribed  by or pursuant to the  provisions  of the said Act against
          any land for the time being forming part of the security; or

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<PAGE>

19.7.11   for the  failure to take or require  any  Obligor to take any steps to
          render  any of the  Security  Documents  effective  or to  secure  the
          creation of any  ancillary  charge under the laws of the  jurisdiction
          concerned; or

19.7.12   (save as otherwise  provided in this clause 19) for taking or omitting
          to  take  any  other  action  under  or in  relation  to the  Security
          Documents or any aspect thereof; or

19.7.13   in the case of the Arranger  and the Agent,  on account of the failure
          of the Security  Trustee or the Common Security  Trustee to perform or
          discharge  any of their  relevant  duties  or  obligations  under  the
          Security Documents; or

19.7.14   (save as otherwise provided in this clause 19) otherwise in connection
          with the  Facilities  or their  negotiation  or for acting (or, as the
          case  may  be,   refraining   from  acting)  in  accordance  with  the
          instructions of the Majority Banks.

19.8      Reliance on documents and professional advice

          The Arrangers,  the Security Trustee, the Common Security Trustee, the
          Agent,  the Swingline Bank and the Overdraft Bank shall be entitled to
          rely on any communication, instrument or document believed by it to be
          genuine  and  correct  and to have been  signed or sent by the  proper
          person and shall be entitled to rely as to legal or other professional
          matters on opinions and statements of any legal or other  professional
          advisers  selected or approved by it (including  those in the Agent's,
          the Swingline  Bank's,  Overdraft Banks, the Security  Trustee's,  the
          Common Security Trustee's or either Arranger's employment).

19.9      Other dealings

          Each of the  Arrangers,  the  Security  Trustee,  the Common  Security
          Trustee,  the Agent,  the Swingline  Bank and the Overdraft  Bank may,
          without any liability to account to the Banks,  accept  deposits from,
          lend  money to, and  generally  engage in any kind of banking or other
          business with,  and provide  advisory or other services to, any member
          of the  Group or any of their  respective  Subsidiaries  or any of the
          Banks as if it were not an Arranger,  the Security Trustee, the Common
          Security Trustee,  the Agent, the Swingline Bank or the Overdraft Bank
          as the case may be.

19.10     Rights of Agent,  Swingline Bank,  Overdraft Bank,  Security  Trustee,
          Common Security Trustee and Arrangers as Bank; no partnership

          With  respect  to its own  Commitment  and  Contribution  (if any) the
          Agent, the Swingline Bank,  Overdraft Bank, the Security Trustee,  the
          Common  Security  Trustee and each Arranger shall have the same rights
          and powers under this Agreement as any other Bank and may exercise the
          same as  though  it were  not  performing  the  duties  and  functions
          delegated to it under this Agreement and/or the Security Documents and
          the  term  "Banks"  shall,   unless  the  context  clearly   otherwise
          indicates,  include  the  Agent in such  parties  in their  individual
          capacity as Banks. This Agreement shall not and shall not be construed
          so as to constitute a partnership between the parties or any of them.

19.11     Amendments; waivers

19.11.1   Subject  to clause  19.11.2,  the Agent may.  with the  consent of the
          Majority  Banks (or if and to the extent  expressly  authorised by the
          other provisions of this Agreement or the Security  Documents) and, if
          so instructed by the Majority  Banks,  shall (i) agree with the Parent
          (on behalf of all the  Obligors)  amendments or  modifications  to the
          Credit  Documents and/or vary or waive breaches of, or defaults under,
          or  otherwise  excuse  performance  of,  any  provision  of the Credit
          Documents by any Obligor and/or (ii) authorise the Security Trustee or
          the Common Security Trustee (on behalf of the Bank Finance Parties) to
          agree with the Parent (on behalf of all the Guarantors and other Group
          Members  who  are  a  party  to a  Security  Document)  amendments  or
          modifications to the Security  Documents and/or vary or waive breaches
          of, or  defaults  under,  or  otherwise  excuse  performance  of,  any
          provision of any of the Security  Documents by any  Guarantor or other
          Group Member who is a party to a

                                       85
<PAGE>

          Security  Document.  Any such action so authorised and effected by the
          Agent shall be  documented in such manner as the Agent shall (with the
          approval of the Majority Banks) determine,  shall be promptly notified
          to the Banks by the Agent and (without  prejudice to the generality of
          clause 19.2) shall be binding on all the Banks.

19.11.2   Except  with the prior  written  consent of all the  Banks,  the Agent
          shall not have  authority  on  behalf  of the Banks to agree  with the
          Obligors (or  authorise  the Security  Trustee or the Common  Security
          Trustee to so agree) any amendment or  modification  to this Agreement
          or any Security Document or to grant waivers in respect of breaches or
          defaults or to vary or excuse  performance  of or under this Agreement
          or any  Security  Document  by any  Obligor,  if the  effect  of  such
          amendment,  modification,  waiver, variation or excuse would be to (i)
          reduce the Margin,  (ii)  postpone  the due date or, save as expressly
          provided  for in this  Agreement,  reduce the amount of any payment of
          principal,  interest, commitment commission or other amount payable by
          any  Obligors  under  this  Agreement  or  any  Security  Document  or
          reduction of the Total Commitments, (iii) change the currency in which
          any amount is  payable by any  Obligor  under  this  Agreement  or any
          Security Document, (iv) increase any Bank's Commitment, (v) extend the
          Availability Period, (vi) change the definition of "Majority Banks" in
          clause  1.2,  (vii)  change any  provision  of this  Agreement  or any
          Security  Document  referred to in any other  provision in relation to
          which an amendment would require the consent of all the Banks or which
          expressly  or by  implication  requires the approval or consent of all
          the Banks such that the  relevant  approval  or  consent  may be given
          otherwise  than with the sanction of all the Banks,  (viii) change the
          order of distribution  under clause 10.11,  (ix) change clause 17.2 or
          this clause 19.11 or (x) release any  Guarantor  from its  obligations
          under the Guarantee to which it is a party.

19.12     Reimbursement and Indemnity by Banks

          Each Bank shall  reimburse the Security  Trustee,  the Common Security
          Trustee,  the  Agent and the  Swingline  Bank and the  Overdraft  Bank
          (rateably in accordance with such Bank's  Commitment or Contribution),
          to the extent that the Security Trustee,  the Common Security Trustee,
          the Agent,  the Swingline  Bank or the Overdraft Bank (as the case may
          be) is not  reimbursed by the  Borrowers,  for the costs,  charges and
          expenses  incurred  by  the  Security  Trustee,  the  Common  Security
          Trustee,  the  Agent,  the  Swingline  Bank or the  Overdraft  Bank in
          connection with or in  contemplation  of, the enforcement or attempted
          enforcement of, or the  preservation or attempted  preservation of any
          rights under,  or in carrying out its duties  under,  the Bank Finance
          Documents  including  (in each case) the fees and expenses of legal or
          other  professional  advisers  except to the  extent  that the  costs,
          charges  or  expenses  arise  from  the  gross  negligence  or  wilful
          misconduct of the Agent,  the Security  Trustee,  the Common  Security
          Trustee,  the Swingline Bank or the Overdraft Bank. Each Bank shall on
          demand indemnify the Agent, the Security Trustee,  the Common Security
          Trustee,  the  Swingline  Bank and the  Overdraft  Bank  (rateably  in
          accordance   with  its   Commitment  or   Contribution)   against  all
          liabilities,  damages,  costs and claims  whatsoever  incurred  by the
          Agent,  the  Security  Trustee,   the  Common  Security  Trustee,  the
          Swingline  Bank  or  the  Overdraft  Bank  (as  the  case  may  be) in
          connection  with the Bank Finance  Documents or the performance of its
          duties under any Bank Finance Documents or any action taken or omitted
          by the Agent, the Security Trustee, the Common Security Trustee or the
          Swingline  Bank or the  Overdraft  Bank (as the case may be) under any
          Bank Finance  Documents,  unless such liabilities,  damages,  costs or
          claims arise from the  Agent's,  the  Security  Trustee's,  the Common
          Security  Trustee's,  the Swingline Bank's or the Overdraft Bank's (as
          the case may be) own gross negligence or wilful misconduct.

19.13     Retirement of Agent

19.13.1   The  Agent  may  retire  from  its  appointment  as Agent  under  this
          Agreement and the relevant Bank Finance  Documents having given to the
          Parent  and each of the  Banks  not less  than 30 days'  notice of its
          intention to do so, provided that no such retirement shall take effect
          unless there has been appointed by the Banks after  consultation  with
          the Parent as a successor agent:

          (a)  a Bank  nominated  by  the  Majority  Banks  or,  failing  such a
               nomination,

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<PAGE>

          (b)  any reputable and experienced bank or financial  institution with
               offices in London nominated by the Agent.

          Any corporation into which the Agent may be merged or converted or any
          corporation   with  which  the  Agent  may  be   consolidated  or  any
          corporation  resulting  from  any  merger,  conversion,  amalgamation,
          consolidation  or other  reorganisation  to which the Agent shall be a
          party  shall,  to the  extent  permitted  by  applicable  law,  be the
          successor  Agent under this  Agreement  and the relevant  Bank Finance
          Documents  without  the  execution  or filing of any  document  or any
          further act on the part of any of the parties to this Agreement or, as
          the case may be, the relevant Bank Finance Documents, save that notice
          of any such merger, conversion,  amalgamation,  consolidation or other
          reorganisation shall forthwith be given to the Parent and the Banks.

19.13.2   Upon any such  successor as aforesaid  being  appointed,  the retiring
          Agent  shall be  discharged  from any  further  obligation  under this
          Agreement and the relevant Bank Finance  Documents (but shall continue
          to have the  benefit of this clause 19 in respect of any action it has
          taken  or  refrained  from  taking  prior to such  discharge)  and its
          successor and each of the other  parties to this  Agreement or, as the
          case may be, the relevant Bank Finance  Documents  shall have the same
          rights and obligations among themselves as they would have had if such
          successor  had been a party to this  Agreement or, as the case may be,
          the relevant  Bank Finance  Documents in place of the retiring  Agent.
          The  retiring  Agent shall (at the expense of the Parent)  provide its
          successor  with  copies  of  such  of its  records  as  its  successor
          reasonably requires to carry out its functions as such.

19.14     Retirement of Overdraft Bank and Swingline Bank

          With the prior consent of the Parent, not to be unreasonably  withheld
          or delayed,  the Overdraft  Bank or the Swingline Bank may resign from
          its  appointment as Overdraft Bank or Swingline  Bank, as the case may
          be, under this Agreement,  provided that no such retirement shall take
          effect  unless a successor  Overdraft  Bank or Swingline  Bank, as the
          case may be, has been  appointed  by the Parent and has  entered  into
          such  arrangements  as may be  required  to  become  a  party  to this
          Agreement as Overdraft Bank or Swingline Bank (as the case may be) and
          to assume the rights and obligations of the original Overdraft Bank or
          Swingline Bank (as the case may be).

19.15     Change of Reference Banks

          If (a) the whole of the Contribution (if any) of any Reference Bank is
          prepaid and the whole of its Commitment cancelled,  (b) the Commitment
          (if any) of any Reference  Bank is reduced to zero in accordance  with
          clause 8.5 or 16.1,  (c) a  Reference  Bank  novates  the whole of its
          rights and  obligations (if any) as a Bank under this Agreement or (d)
          any Reference  Bank ceases to provide  quotations to the Agent for the
          purposes of determining  LIBOR or EURIBOR  (where such  quotations are
          required  having  regard to the  definition of "LIBOR" or  EURIBOR" in
          clause 1.2) the Agent may, acting on the  instructions of the Majority
          Banks,  terminate the  appointment of such Reference Bank and with the
          agreement of the Parent (not to be  unreasonably  withheld or delayed)
          appoint  another Bank to replace such  Reference  Bank.

20        Notices and other matters

20.1      Notices

          Every  notice,  request,  demand  or other  communication  under  this
          Agreement shall:

20.1.1    be in writing  delivered  personally or by first-class  prepaid letter
          (airmail  if  available)  or  telefax;

20.1.2    be deemed to have been received, subject as otherwise provided in this
          Agreement,  in the case of a letter when delivered and, in the case of
          a  telefax,  when a  complete  and  legible  copy is  received  by the
          addressee  (unless the date of  despatch is not a business  day in the
          country of the  addressee  or the time of  despatch  of any telefax is
          after the close of business

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<PAGE>

          in the  country of the  addressee  in which case it shall be deemed to
          have  been  received  at the  opening  of  business  on the next  such
          business day);

20.1.3    if  sent  by  telefax  to  the  Agent,  be  confirmed  in  writing  by
          first-class  prepaid letter  (airmail if available)  provided that non
          receipt of such letter by the Agent shall not  invalidate  the notice;
          and

20.1.4    be sent:

          (a)  to each Borrower do the Parent at:

               121-141 Westbourne Terrace
               London W2 6JR
               Telefax:    020 7262 4300
               Attention:  The Treasurer

          (b)  to the Agent at:

               HSBC Investment Bank plc
               City Place House
               55 Basinghall Street
               London EC2V 5DU
               Telefax:    0207 779 1717/1718
               Attention:  Syndicated Finance Agency

          (c)  to the Swingline Bank at:

               The Bank of New York, as Swingline Bank
               c/o BNY Capital Markets, Inc.
               One Wall Street -18 North
               New York
               NY 10286
               USA
               Telefax:    001 212 635 6365
               Attention:  Agency Department

          (d)  to the Overdraft Bank at:

               HSBC Bank plc
               27-32 Poultry
               London EC2P 2BX
               Telefax:    020 7260 4800
               Attention:  Gary Lee

          (e)  to each Bank

               at its address or telefax number
               specified in Schedule 2 or
               in any relevant Substitution Certificate

               or to such other address or telefax  number as is notified by the
               relevant party to the other parties to this Agreement.

20.2      Notices through the Agent

          Every  notice,  request,  demand  or other  communication  under  this
          Agreement  to be given by any  Borrower  to any other  party  shall be
          given to the Agent for onward  transmission  as appropriate  and to be
          given to any  Borrower  shall  (except as  otherwise  provided in this
          Agreement) be given by the Agent.

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<PAGE>

20.3      No implied waivers, remedies cumulative

          No failure or delay on the part of the Bank Finance  Parties or any of
          them to exercise  any power,  right or remedy  under the Bank  Finance
          Documents shall operate as a waiver  thereof,  nor shall any single or
          partial  exercise  by the Bank  Finance  Parties or any of them of any
          power,  right or remedy preclude any other or further exercise thereof
          or the  exercise of any other  power,  right or remedy.  The  remedies
          provided in the Bank  Finance  Documents  are  cumulative  and are not
          exclusive of any remedies provided by law.

20.4      Counterparts

          This  Agreement may be executed in any number of  counterparts  and by
          the different parties on separate counterparts,  each of which when so
          executed  and  delivered  shall be an original,  but all  counterparts
          shall together constitute one and the same instrument.

20.5      Third Party Rights

          No term of this Agreement is enforceable  under the Contracts  (Rights
          of Third  Parties)  Act  1999 by a  person  who is not a party to this
          Agreement.

21        Governing law and jurisdiction

21.1      Law

          This Agreement shall be governed by English law.

21.2      Submission to jurisdiction

          The  parties to this  Agreement  agree for the  benefit of the Finance
          Parties that:

21.2.1    if any party  has any claim  against  any other  arising  out of or in
          connection  with this  Agreement  such claim shall  (subject to clause
          21.2.3) be referred  to the High Court of Justice in  England,  to the
          jurisdiction of which each of the parties irrevocably submits;

21.2.2    the jurisdiction of the High Court of Justice in England over any such
          claim   against  any  Bank   Finance   Party  shall  be  an  exclusive
          jurisdiction and no courts outside England shall have  jurisdiction to
          hear or determine any such claim; and

21.2.3    nothing in this clause 21.2 shall limit the right of any Bank  Finance
          Party to refer any such claim  against  any Obligor to any other court
          of competent  jurisdiction  outside  England,  to the  jurisdiction of
          which each Obligor hereby  irrevocably agrees to submit, nor shall the
          taking of  proceedings  by any Bank Finance Party before the courts in
          one or more  jurisdictions  preclude the taking of  proceedings in any
          other jurisdiction whether concurrently or not.

21.3      Agent for service of process

          Each  Obligor  which  is  not   incorporated   in  England  and  Wales
          irrevocably and unconditionally designates,  appoints and empowers the
          Parent to receive for it and on its behalf  service of process  issued
          out of the High Court of Justice in England in  relation  to any claim
          arising out of or in connection with this Agreement.

21.4      Waiver of jury trial

          Each Obligor  hereby  waives any and all right to trial by jury in any
          legal  proceedings  anywhere  arising  out  of  or  relating  to  this
          Agreement or the transactions contemplated hereby.

IN WITNESS  whereof the parties to this  Agreement have caused this Agreement to
be duly executed on the date first above written.

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<PAGE>

                                   Schedule 1

                           Part A - Original Borrowers

   Name of Borrower            Registered Number    Registered office/address
                                   (if any)

1  Cordiant Communications          1320869          121-141 Westbourne Terrace
   Group plc                                         London W2 6JR


2  Bates UK Limited                 913184           121-141 Westbourne Terrace
                                                     London W2 6JR

3  Cordiant US Holdings Inc.        13-3965951       Corporation Trust Centre
                                                     1209 Orange Street
                                                     Wilmington
                                                     Newcastle
                                                     Delaware USA

4  Bates Deutschland                HRB 8608         Hanauer Landstrasse
   Holding GmbH                                      287-289
                                                     60314 Frankfurt am Main
                                                     Germany

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<PAGE>

                          Part B - Original Guarantors

    Name of Guarantor          Registered Number    Registered office/address
                                    (if any)

1   Cordiant Communications         1320869          121-141 Westbourne Terrace
    Group plc                                        London W2 6JR

2   Bates Europe Limited            689584           121-141 Westbourne Terrace
                                                     London W2 6JR

3   Bates UK Limited                913184           121-141 Westbourne Terrace
                                                     London W2 6JR

4   Atlas Advertising Limited       964286           121-141 Westbourne Terrace
                                                     London W2 6JR

5   The Decision Shop Llmited       615225           121-141 Westbourne Terrace
                                                     London W2 6JR

6   ICM International Limited       1802173          121-141 Westbourne Terrace
                                                     London W2 6JR

7   Cordiant US Holdings Inc.       13-3965951       Corporation Trust Center
                                                     1209 Orange Street
                                                     Wilmington
                                                     Delaware

8   Bates Advertising USA Inc.      132993871        Gould & Wilkie LLP
                                                     One Chase Manhattan Plaza,
                                                     58th Floor
                                                     New York
                                                     NY 10005

9   Bates Churchill Public          76-0234801       CT Corporation System
    Relations, Inc                                   811 Dallas Avenue
                                                     Houston
                                                     Texas 77002

10  Bates Churchill Advertising     76-0542479       CT Corporation System
    Inc                                              811 Dallas Avenue
                                                     Houston
                                                     Texas 77002

11  Bates Worldwide                 51 0306788       Corporation Trust Center
    (Delaware), Inc                                  1209 Orange Street
                                                     Wilmington
                                                     Delaware

12  CCG.XM Inc                      13-4107916       Corporation Trust Center
                                                     1209 Orange Street
                                                     Wilmington
                                                     Delaware

13  Healthworld Corporation         13-3922288       Corporation Trust Center
                                                     1209 Orange Street
                                                     Wilmington
                                                     Delaware

                                       91
<PAGE>

    Name of Guarantor           Registered Number    Registered office/address
                                     (if any)

14  Bates Healthworld, Inc          13-3343927       c/o Michael J. Kopcsak
                                                     CCG Worldwide, Inc.
                                                     498 7th Avenue
                                                     New York
                                                     NY 10018

15  Falk Healthworld Inc.           51-0316417       Corporation Trust Center
                                                     1209 Orange Street
                                                     Wilmington
                                                     Delaware


16  Lighthouse Global Network       36-4247757       Corporation Trust Center
    Inc                                              1209 Orange Street
                                                     Wilmington
                                                     Delaware

17  Fitch Inc.                      31-4445498       CT Corporation System
                                                     17 S. High Street
                                                     Columbus
                                                     OH 43215

18  Morgen-Walke Associates,        133128710        c/o Michael J. Kopcsak
    Inc.                                             CCG Worldwide, Inc.
                                                     498 7th Avenue
                                                     New York
                                                     NY 10018

19  Bates Deutschland Holding       HRB 8608         Hanauer Landstrasse
    GmbH                                             287-289
                                                     60314 Frankfurt am Main
                                                     Germany

20  Cordiant Communications         ACN: 003         Level 15,
    Group Australia Pty.            203 450          35 Clarence Street
    Limited                                          Sydney
                                                     NSW 2000
                                                     Australia

                                       92
<PAGE>

                      Part C - Original Overdraft Borrowers

    Name of Overdraft           Registered Number    Registered office/address
         Borrower                   (if any)

1   Atlas Advertising Limited       964286           121-141 Westbourne Terrace
                                                     London W2 6JR

2   Bates Overseas Holdings         2217108           121-141 Westbourne Terrace
    Limited                                           London W2 6JR


3   Bates Europe Limited            689584           121-141 Westbourne Terrace
                                                     London W2 6JR


4   Bates UK Limited                913184           121-141 Westbourne Terrace
                                                     London W2 6JR

5   Cordiant Communications         1320869          121-141 Westbourne Terrace
    Group plc                                        London W2 6JR

6   Cordiant Group Limited          63031            121-141 Westbourne Terrace
                                                     London W2 6JR

7   Cordiant Property Holdings      2263916          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

8   ICM International Limited       1802173          121-141 Westbourne Terrace
                                                     London W2 6JR

9   Swot Pius Limited               1929347          121-141 Westbourne Terrace
                                                     London W2 6JR

10  The Decision Shop Limited       615225           121-141 Westbourne Terrace
                                                     London W2 6JR

11  XMSS Limited                    2463385          121-141 Westbourne Terrace
                                                     London W2 6JR

12  Healthworld Holdings            3458882          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

13  Milton Marketing Group          3113109          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

14  Headcount Worldwide              1425412          121-141 Westbourne Terrace
    Field Marketing Limited                          London W2 6JR

                                       93
<PAGE>

    Name of Overdraft           Registered Number    Registered office/address
         Borrower                   (if any)

15  Colwood Healthworld             2213846          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

16  Bates Healthworld Limited       3961667          121-141 Westbourne Terrace
                                                     London W2 6JR

17  Milton Marketing Limited        1385429          121-141 Westbourne Terrace
                                                     London W2 6JR

18  Financial Dynamics Holdings     1656428          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

19  Lighthouse Holdings (UK)        3719632          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

20  Fitch Design Consultants        670130           121-141 Westbourne Terrace
    Limited                                          London W2 6JR

21  Financial Dynamics Limited      670130           121-141 Westbourne Terrace
                                                     London W2 6JR

22  Connect Six Limited             2191533          121-141 Westbourne Terrace
                                                     London W2 6JR

23  Connect Five Limited            1928295          121-141 Westbourne Terrace
                                                     London W2 6JR

24  Clarion Communications          2517824          121-141 Westbourne Terrace
    PR Limited                                       London W2 6JR

25  PSD Associates Limited          2431038          121-141 Westbourne Terrace
                                                     London W2 6JR

26  Scholz & Friends London         3398022          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

27  N.A.S.A.2.0 London              3942853          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

28  CCG.XM                          4023322          121-141 Westbourne Terrace
                                                     London W2 6JR

29  CCGXM Holdings Limited          3961670          121-141 Westbourne Terrace
                                                     London W2 6JR

30  Bamber Forsyth Limited          2097924          121-141 Westbourne Terrace
                                                     London W2 6JR

31  Corporate and Financial         2693509          121-141 Westbourne Terrace
    Design Limited                                   London W2 6JR

32  Bulletin International          2581681          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

                                       94
<PAGE>

    Name of Overdraft           Registered Number    Registered office/address
         Borrower                   (if any)

33  Bulletin International          3778367          121-141 Westbourne Terrace
    (UK) Limited                                     London W2 6JR

34  PCI Live Design Limited         3053382          121-141 Westbourne Terrace
                                                     London W2 6JR

35  Business Communications         4048310          121-141 Westbourne Terrace
    International Group                              London W2 6JR
    Limited

36  Fitch Worldwide Limited         4135498          121-141 Westbourne Terrace
                                                     London W2 6JR

37  Cordiant (US) Holdings          4242432          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

38  Fitch International             2699605          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

39  Fitch Limited                   1388429          121-141 Westbourne Terrace
                                                     London W2 6JR

40  Healthworld UK Holdings         4135498          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

41  Garrott Dorland Crawford        1012296          121-141 Westbourne Terrace
    Holdings Limited                                 London W2 6JR

42  Deckchair Studios Limited       644752           121-141 Westbourne Terrace
                                                     London W2 6JR

43  Ted Bates Holdings Limited      553986           121-141 Westbourne Terrace
                                                     London W2 6JR

44  C&FD (Holdings) Limited         3560931          121-141 Westbourne Terrace
                                                     London W2 6JR

45  Cordiant Overseas Holdings      4135469          121-141 Westbourne Terrace
    Limited                                          London W2 6JR

46  Propose Two Limited             3649589          121-141 Westbourne Terrace
                                                     London W2 6JR

47  Secure Two Limited              3646997          121-141 Westbourne Terrace
                                                     London W2 6JR

48  Connect One Limited             1929925          121-141 Westbourne Terrace
                                                     London W2 6JR

49  Sonic Sun Limited               4350720          121-141 Westbourne Terrace
                                                     London W2 6JR

50  CCG.XM (UK) Limited             3942085          121-141 Westbourne Terrace
                                                     London W2 6JR

                                       95
<PAGE>

                         Part D - Additional Guarantors

                      following the Lighthouse Acquisition

                                    [deleted]

                                       96
<PAGE>

                                   Schedule 2

                         The Banks and their Commitments

Name of Bank               Address, telephone and fax               Commitment
                                     number                          (pounds)

HSBC Bank plc                 MedialTelecoms Group                 15,976,792.53
                              27-32 Poultry
                              London
                              EC2P 2BX
                              Tel:  020 7260 4181
                              Fax:  020 7260 4800

The Bank of New York          Level 48                             15,976,792.53
                              One Canada Square
                              London
                              E14 SAL
                              Tel:  020 7964 6141
                              Fax:  020 7964 6193

ABN AMRO Bank N.V.,           250 Bishopsgate                      10,131,624.52
London Branch                 London
                              EC2M 4AA
                              Tel:  020 7678 5054
                              Fax:  020 7678 8604

Allied Irish Banks, plc       Corporate Banking Britain             8,443,020.17
                              St Helen's
                              1 Undershaft
                              London EC3A 8AB
                              Tel:  020 70907115
                              Fax:  020 7090 7101

Bank of Scotland              38 Threadneedle Street               13,249.047.45
                              London
                              EC2P 2EH
                              Tel:  020 7601 6558
                              Fax:  020 7601 6317

Banque Worms                  Tour Voltaire                         5,065,812.27
                              1 Place des Degres
                              F-92059 Paris La Defense
                              FRANCE
                              Tel:  00 33 1 49 07 54 13
                              Fax:  00 33 1 49 07 56 67

Citibank, N.A.                Media & Communications               10,131,624.52
                              Group
                              388 Greenwich Street
                              21st Floor
                              New York 10013
                              UNITED STATES OF

                                       97
<PAGE>

Name of Bank               Address, telephone and fax               Commitment
                                     number                          (pounds)

                              AMERICA
                              Tel:  001 212 816 8497
                              Fax:  001 212 816 8084

Fleet National Bank           39 Victoria Street                  13,249,047,.45
                              Westminster
                              London
                              SW1H OED
                              Tel:  020 7932 9291
                              Fax:  020 7932 9110

Mizuho Corporate Bank,        River Plate House                    12,339,799.23
Ltd                           7-1l Finsbury Circus
                              London
                              EC2M 7DH
                              Tel:  020 7012 4519
                              Fax:  020 7847 2039

Lloyds TSB Bank plc           Credit Services                      13,249,047.45
                              4th Floor
                              11-15 Monument Street
                              London
                              EC3R 8LR
                              Tel:  020 7775 2207
                              Fax:  020 7775 2214

The Royal Bank of             135 Bishopsgate                      13,249,047.45
Scotland plc                  London EC2M 3UR
                              Tel:  020 7375 8802
                              Fax:  020 7375 8710

Scotiabank Europe plc         Scotia House                         13,249,047.45
                              33 Finsbury square
                              London
                              EC2A IBB
                              Tel:  020 7826 5653
                              Fax:  020 7826 5987

Westdeutsche Landesbank      Woolgate Exchange                     11,560,443.50
Girozentrale                 25 Basinghall Street
                             London
                             EC2V 5HA
                             Tel: 020 7020 7861
                             Fax: 020 7020 7850
TOTAL                                                             155,871,146.52

                                       98
<PAGE>

                                   Schedule 3

                        Part A - Form of Drawdown Notice


To:  HSBC lnvestment Bank plc
     City Place House
     55 Basinghall Street
     London EC2V 5DU

Attention: Syndicated Finance Agency

              OR

     The Bank of New York, as Swingline Bank plc Copy:  HSBC Investment Bank
     c/o BNY Capital Markets, Inc.                      City Place House
     One Wall Street - 18 North                         5 Basinghall Street
     New York                                           London EC2V 5DU

                                                                     ______ 200_
Attention:    Agency Department


Facilities of up to (pound)155,871,146.52 Agreement dated o 2000

We refer to the above Agreement and hereby give you notice that we [wish to draw
down a [Revolving Credit Facility  Advance]/[Swingline  Advance of [pounds]o [in
[currency]]  on o for  [specify  purpose]  and  select  a Term  of [o  days]/[o]
months].  The funds  should be  credited  to [name and number of  account]  with
[details of bank in [New York City]  [London]  [principal  financial  centre for
relevant Optional Currency].

We confirm that:

(i)       no event or circumstance has occurred and is continuing unremedied and
          unwaived which constitutes a Default; and

(ii)      the   representations   and   warranties   contained  in  clause  11.1
          (Representations  and  Warranties)  of the  Agreement  other  than the
          excluded  representations  and  warranties are true and correct at the
          date  of  this  notice  as if  made  with  respect  to the  facts  and
          circumstances existing at the date of this notice [; and]

*[(iii)   we are not aware  (after due  inquiry) of any matter or event which is
          reasonably  likely to result  in a breach  of clause  13.1  (Financial
          Covenants)  or an  Event  of  Default  under  any  of  clauses  14.1.1
          (Non-payment)   or  14.1.5  (Cross  default)  to  14.1.15   (Analogous
          proceedings) inclusive either immediately on the date of this Drawdown
          Notice or within  the  period  ending 12 months  after the date of the
          drawing.]

Words and  expressions  defined in the  Agreement  shall have the same  meanings
where used in this notice.

For and on behalf of


---------------------------------
[Name of Borrower]
<PAGE>

*For and on behalf of


---------------------------------
Cordiant Communications Group plc

[*:Note - include in the Drawdown Notice relating to a Revolving Credit Advance
which would,  if drawn,  cause the  aggregate  Sterling  Amount of the Revolving
Credit Advances  outstanding after such drawing to exceed the aggregate Sterling
Amount of the Revolving Credit Advances  outstanding  under the Revolving Credit
Facility prior to that drawing (after taking account of any repayment made on or
prior to the date of such drawlng).]

                                      100
<PAGE>

                         Part B - Form of L/C Application


To   The Bank of New York, as Swingline Bank,
     c/o BNY Capital Markets, Inc.,
     One Wall Street -18 North
     New York

     Attention: Agency Department

Copy:HSBC Investment Bank plc
     City Place House
     55 Basinghall Street
     London EC2V 5DU

     Attention: Syndicated Finance Agency

                                                                        o 200 o

Facilities of up to (pound)155,871,146.52 Agreement dated o 2000

We refer to the above  Agreement  and hereby  request that you issue a Swingline
Letter of Credit  with an L/C Issue  Date of [ ] for a maximum  amount of [ ] in
respect of [ ].

We confirm that:

(i)  no event or  circumstance  has occurred and is  continuing  unremedied  and
     unwaived which constitutes a Default; and

(ii) the   representations    and   warranties    contained   in   clause   11.1
     (Representations  and  Warranties) of the Agreement other than the excluded
     representations  and  warranties  are true and  correct at the date of this
     notice as if made with respect to the facts and  circumstances  existing at
     the date of this notice.

Words and  expressions  defined in the  Agreement  shall have the same  meanings
where used in this notice.

For and on behalf of

-------------------------
Cordiant US Holdings Inc.

                                       101
<PAGE>

                                   Schedule 4

             Part A - Documents and evidence required as conditions
             precedent to the delivery of the first Drawdown Notice
                          in respect of the Facilities

                                    [deleted]

                                       102
<PAGE>

             Part B - To be delivered prior to the delivery of the
              first Drawdown Notice in respect of an Advance to be
              used to refinance the Existing Lighthouse Facilities
              or to pay costs and expenses incurred in connection
                        with the Lighthouse Acquisition

                                    [deleted]

                                       103
<PAGE>

  Part C - Documents and evidence to be delivered by each additional Guarantor

                                    [deleted]

                                       104
<PAGE>

        Part D - Documents and evidence to be delivered by an Additional
                   Borrower or Additional Overdraft Borrower

(a)  A copy, certified as true, complete and up to date by the company secretary
     or  equivalent  officer of the relevant  Subsidiary of the  Certificate  of
     Incorporation and the Memorandum and Articles of Association (or equivalent
     constitutional  documents) of the relevant  Subsidiary  and, in the case of
     any such  Subsidiary  incorporated  in the United  States of  America,  all
     documents relating to the existence and good standing of such Subsidiary.

(b)  A copy,  certified as a true copy by the company  secretary (or equivalent)
     of the relevant  Subsidiary,  of resolutions of the Board of Directors (or,
     in the case of any company  incorporated  an Germany,  any other  competent
     authority) of that Subsidiary evidencing approval of the Borrower Accession
     Agreement  or  Overdraft  Borrower  Accession  Agreement  and any  relevant
     documents  to be  provided  pursuant  to  paragraphs  (m) and (n) below and
     authorising its  appropriate  officers to execute and deliver such Borrower
     Accession  Agreement  or Overdraft  Borrower  Accession  Agreement  and any
     relevant  documents to be provided pursuant to paragraphs (m) and (n) below
     and to give all  notices  (including  Drawdown  Notices)  in the case of an
     Additional  Borrower  and take all other  action  required by the  relevant
     Subsidiary under the Bank Finance Documents to which it becomes a party.

(c)  A copy,  certified as a true copy by the company  secretary  or  equivalent
     officer  of  the  relevant  Subsidiary  of  all  consents,  authorisations,
     licences and approvals required by the relevant Subsidiary to authorise, or
     required by the relevant  Subsidiary in  connection  with,  the  execution,
     delivery,  validity,  enforceability  and  admissibility in evidence of the
     Borrower Accession  Agreement or Overdraft Borrower Accession Agreement and
     any relevant  documents to be provided  pursuant to paragraphs  (m) and (n)
     below and the  performance  by the relevant  Subsidiary of its  obligations
     under the Bank Finance Documents to which it becomes a party.

(d)  Specimen  signatures,  authenticated by the company secretary or equivalent
     officer  of the  relevant  Subsidiary  of  the  persons  authorised  in the
     resolutions  of the  Board  of  Directors  or  equivalent,  referred  to in
     paragraph (b), above.

(e)  An opinion of legal  advisers to the Banks in the country of  incorporation
     of the relevant Subsidiary,  dated not more than fifteen Banking Days prior
     to the date of the  Borrower  Accession  Agreement  or  Overdraft  Borrower
     Accession Agreement.

(f)  An opinion of Norton Rose,  dated not more than fifteen  Banking Days prior
     to the date of the  Borrower  Accession  Agreement  or  Overdraft  Borrower
     Accession Agreement.

(g)  In the case of a Subsidiary not  incorporated in England and Wales, a copy,
     certified as a true copy by the company secretary or equivalent  officer of
     the  relevant  Subsidiary  of a  letter  from  the  agent  of the  relevant
     Subsidiary  for receipt of service of process  referred to in the  Borrower
     Accession  Agreement  or  Overdraft  Borrower  Accession  Agreement  or any
     relevant  documents to be provided pursuant to paragraphs (m) and (n) below
     accepting its appointment.

(h)  A Borrower Accession  Agreement or Overdraft  Borrower Accession  Agreement
     duly executed by the  Additional  Borrower and (in the case of the Borrower
     Accession Agreement or Overdraft Borrower Accession Agreement) the Parent.

(i)  A certificate  of a director of the  Additional  Borrower  confirming  that
     utilisation  of the  Facilities  in full or,  in the case of an  Additional
     Overdraft Borrower, utilisation of the Overdraft Facility in full would not
     cause any borrowing limit binding on it to be exceeded.

(j)  A copy,  certified as a true copy by the company secretary of the Parent of
     resolutions of the Board of Directors of the Parent, evidencing approval of
     the  Parent  (for  itself  and on  behalf of the  other  Borrowers)  to the
     Subsidiary  becoming  an  Additional  Borrower or an  Additional


                                       105
<PAGE>

     Overdraft  Borrower,  as the  case  may be,  by  entering  into a  Borrower
     Accession Agreement or Overdraft Borrower Accession Agreement.

(k)  Excerpt  from  the   commercial   register  of  any   relevant   Subsidiary
     incorporated  in Germany dated not later than fifteen Banking Days prior to
     the date of the Borrower Accession Agreement confirming the signatories are
     authorised to act on behalf of the respective company.

(l)  A written  confirmation from each Guarantor that its Guarantee continues in
     full  force  and  effect  notwithstanding  the  accession  of the  relevant
     Additional  Borrower or Additional  Overdraft  Borrower and  guarantees the
     borrowings  of the relevant  Additional  Borrower or  Additional  Overdraft
     Borrower.

(m)  The  documentation  and evidence  required to be provided as a condition to
     the accession of an Additional  Borrower or Additional  Overdraft  Borrower
     under the terms of the Security Memorandum.

(n)  Evidence  satisfactory to the Agent that the relevant Subsidiary is a party
     to, or has acceded to, the  Intercreditor  Agreement,  the Common  Security
     Trust Deed and the relevant deed of crossguarantee  and overdraft  facility
     letter in favour of the Overdraft Bank.

                                       106
<PAGE>

               Part E - Form of Director's Certificate regarding
                              financial assistance

                                    [deleted]

                                       107
<PAGE>

                                   Schedule 5
                         Calculation of Additional Cost

1    The Additional Cost is an addition to the interest rate to compensate Banks
     for the cost of compliance with (a) the requirements of the Bank of England
     and/or the  Financial  Services  Authority  (or, in either case,  any other
     authority  which  replaces  all  or  any  of  its  functions)  or  (b)  the
     requirements of the European Central Bank.

2    On  the  first  day  of  each  interest  period  (or as  soon  as  possible
     thereafter) the Agent shall  calculate,  as a percentage  rate, a rate (the
     "Additional  Cost Rate") for each Bank, in accordance  with the  paragraphs
     set out below.  The  Additional  Cost will be  calculated by the Agent as a
     weighted  average  of  the  Banks'   Additional  Cost  Rates  (weighted  in
     proportion  to the  percentage  participation  of each Bank in the relevant
     Advance) and will be expressed as a percentage rate per annum.

3    The Additional  Cost Rate for any Bank lending from a Facility  Office in a
     Participating  Member State will be the percentage notified by that Bank to
     the Agent.  This percentage will be certified by that Bank in its notice to
     the Agent to be its reasonable  determination  of the cost  (expressed as a
     percentage  of that Bank's  participation  in all  Advances  made from that
     Facility Office) of complying with the minimum reserve  requirements of the
     European Central Bank in respect of loans made from that Facility Office.

4    The Additional Cost Rate for any Bank lending from a Facility Office in the
     United Kingdom will be calculated by the Agent as follows:

     in relation to a sterling Advance:

         AB+C(B-D)+/E x O.01
         ------------------per cent. per annum
            100-(A + C)

     in relation to an Advance in any currency other than sterling:

        E x 0.01
        ------- per cent. per annum.
          300

     Where:

     A    is the  percentage of Eligible  Liabilities  (assuming  these to be in
          excess of any  stated  minimum)  which  that Bank is from time to time
          required to maintain as an interest  free cash ratio  deposit with the
          Bank of England to comply with cash ratio requirements.

     B    is the  percentage  rate of  interest  (excluding  the  Margin and the
          Additional  Cost and, if the Advance is an unpaid sum, the  additional
          rate of interest  specified in clause 5 (Interest  for late  payment))
          payable for the relevant interest period on the Advance.

     C    is the percentage (if any) of Eligible  Liabilities which that Bank is
          required  from time to time to maintain as  interest  bearing  Special
          Deposits with the Bank of England.

     D    is the percentage rate per annum payable by the Bank of England to the
          Agent on interest bearing Special Deposits.

                                       108
<PAGE>

     E    is designed to  compensate  Banks for amounts  payable  under the Fees
          Rules and is calculated by the Agent as being the average of the rates
          of charge  supplied by the Reference  Banks (or those of the Reference
          Banks  as  supply  a rate  to the  Agent)  to the  Agent  pursuant  to
          paragraph 7 below and expressed in pounds per (pound)1,000,000.

5    For the purposes of this Schedule:

     "Eligible  Liabilities"  and "Special  Deposits" have the meanings given to
     them from time to time under or pursuant to the Bank of England Act 1998 or
     (as may be appropriate) by the Bank of England;

     "Fees  Rules"  means the rules on  supervision  fees  contained  in the FSA
     Supervision  Manual or such other law or regulation as may be in force from
     time to time in  respect  of the  payment  of fees  for the  acceptance  of
     deposits;

     "Fee Tariffs"  means the fee tariffs  specified in the Fees Rules under the
     activity group A.1 Deposit  acceptors (but ignoring any minimum fee or zero
     rated fee required pursuant to the Fees Rules); and

     "Tariff  Base"  has the  meaning  given to it,  and will be  calculated  in
     accordance with, the Fees Rules.

6    In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages  (i.e. 5 per cent.  will be included in the formula
     as 5 and not as 0.05). A negative  result  obtained by subtracting D from B
     shall be taken as zero.  The  resulting  figures  shall be  rounded to four
     decimal places.

7    Each  Reference  Bank  shall  supply to the Agent in  writing,  the rate of
     charge payable by that Reference Bank to the Financial  Services  Authority
     pursuant to the Fees Rules  (calculated  for this purpose by that Reference
     Bank as being the average of the Fee Tariffs  applicable to that  Reference
     Bank) and  expressed in pounds per  (pound)1,000,000  of the Tariff Base of
     that Reference Bank.

     Each  Reference  Bank  shall  promptly  notify  the Agent in writing of any
     change to the information provided by it pursuant to this paragraph.

8    Each  Bank  shall  supply  any  information  required  by the Agent for the
     purpose of calculating its Additional Cost Rate. In particular, but without
     limitation,  each Bank shall supply the following information in writing on
     or prior to the date on which it becomes a Bank:

     (i)  its jurisdiction of incorporation and the jurisdiction of its Facility
          Office; and

     (ii) any other  information that the Agent may reasonably  require for such
          purpose.

     Each Bank shall  promptly  notify the Agent in writing of any change to the
     information provided by it pursuant to this paragraph.

9    The percentages or rates of charge of each Bank and each Reference Bank for
     the purpose of A, C and E above shall be determined by the Agent based upon
     the information  supplied to it pursuant to paragraphs 7 and 8 above and on
     the assumption that,  unless a Bank or Reference Bank notifies the Agent to
     the contrary,  each Bank's and Reference Bank's  obligations in relation to
     cash ratio  deposits,  Special  Deposits and the Fees Rules are the same as
     those of a  typical  bank from its  jurisdiction  of  incorporation  with a
     Facility Office in the same jurisdiction as its Facility Office.

10   The Agent  shall  have no  liability  to any  person if such  determination
     results in an Additional Cost Rate which over or under compensates any Bank
     and shall be entitled to assume that the  information  provided by any Bank
     or  Reference  Bank  pursuant  to  paragraphs  3, 7 and 8 above is true and
     correct in all respects.

                                       109
<PAGE>

11   The Agent shall  distribute the additional  amounts received as a result of
     the Additional  Cost to the Banks on the basis of the Additional  Cost Rate
     for each  Bank  based on the  information  provided  by each  Bank and each
     Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12   Any  determination  by the Agent pursuant to this Schedule in relation to a
     formula, the Additional Cost, an Additional Cost Rate or any amount payable
     to a Bank shall,  in the  absence of  manifest  error,  be  conclusive  and
     binding on all parties.

13   The Agent may from time to time,  after  consultation  with the Company and
     the Banks,  determine  and notify to all Parties any  amendments  which are
     required to be made to this  Schedule in order to comply with any change in
     law,  regulation or any requirements  from time to time imposed by the Bank
     of England,  the Financial  Services Authority or the European Central Bank
     (or, in any case,  any other  authority  which  replaces  all or any of its
     functions)  and any such  determination  shall,  in the absence of manifest
     error, be conclusive and binding on all parties.

                                       110
<PAGE>

                                   Schedule 6

                        Form of Substitution Certificate

                            Part A (single transfers)


          Note:  Any new Bank  must  also  sign the  agreed  form  Bank  Deed of
          Accession set out in the Common Security Trust Deed]

NB:  1    Banks are advised not to employ Substitution Certificates or otherwise
          to assign, novate or transfer interests in the Agreement without first
          ensuring that the  transaction  complies with all applicable  laws and
          regulations, including the Financial Services Act 1988 and regulations
          made thereunder.

     2    It is  expected  that  Banks will  enter  into  separate  arrangements
          dealing  with  the  monies  to be  paid  to the  Existing  Bank by the
          Substitute in consideration of the novation (e.g.  principal,  accrued
          interest,  fees and any  mismatched  funding  adjustment).  Unless the
          Transfer Date is a rollover date,  mismatches of parties'  funding may
          arise.  This Certificate does not deal with these issues,  nor does it
          deal with any interim risk  participation  the Existing Bank may grant
          to the Substitute pending the Transfer Date.

To:  HSBC Investment Bank plc

     City Place House
     55 Basinghall Street
     London EC2V 5DU

     Attention: Syndicated Agency

                                                [Date]

                            Substitution Certificate

This Substitution  Certificate relates to an Agreement (the "Agreement") dated 4
July 2000  between  Cordiant  Communications  Group plc as the Parent  (1),  the
companies whose names,  registered numbers and registered offices are set out in
schedule 1 thereto as Original  Borrowers or Original  Overdraft  Borrowers (2),
The Bank of New York and HSBC  Investment  Bank plc as Arrangers  (3), the banks
and financial  institutions  whose respective names and addresses are set out in
schedule  2 thereto  as Banks (4) HSBC  Investment  Bank plc as Agent,  Security
Trustee and Common Security  Trustee (5), The Bank of New York as Swingline Bank
(6) and HSBC  Bank plc as  Overdraft  Bank  (7) (as from  time to time  amended,
varied, extended,  restated or replaced) and the Security Trust Deed, the Common
Security  Trust Deed and the  Intercreditor  Agreement  defined and  referred to
therein.  Terms  defined in the  Agreement  shall have the same  meaning in this
Substitution Certificate.

1    [Name of Existing Bank] (the "Existing  Bank") (a) confirms the accuracy of
     the summary of its Commitment and  Contribution  set out in the schedule to
     this  Substitution  Certificate;  and (b) requests  [Substitute  Bank] (the
     "Substitute")  to accept by way of novation  the portion of its  Commitment
     and Contribution specified in the schedule to this Substitution Certificate
     by  counter-signing  and delivering  this  Substitution  Certificate to the
     Agent at its address for the service of notices specified in the Agreement.

                                       111
<PAGE>

2    The  Substitute  requests  the Agent (on behalf of  itself,  the other Bank
     Finance  Parties,  the Borrowers and all other parties to the Agreement and
     the Security Trust Deed) to accept this  Substitution  Certificate as being
     delivered to the Agent pursuant to and for the purposes of clause 18.3 [and
     clause 18.15] of the  Agreement and clause 10.3 of the Security  Trust Deed
     so as to take effect in  accordance  with the terms on [date of  transfer],
     (being not  earlier  then [5]  Banking  Days after date of  delivery of the
     Certificate to the Agent] (the  "Transfer  Date") or on such date as may be
     determined in accordance with the terms thereof.

3    The Agent (on  behalf  of  itself,  the other  Bank  Finance  Parties,  the
     Borrowers and all other  parties to the  Agreement  and the Security  Trust
     Deed)  confirms  the  novation  effected by this  Substitution  Certificate
     pursuant to and for the  purposes of clause 18.3 [and clause  18.15] of the
     Agreement  and clause 10.3 of the Security  Trust Deed so as to take effect
     in accordance with the respective terms thereof.

4    The Substitute confirms:

     (a)  that  it  has  received   copies  of  the   Agreement  and  all  other
          documentation  and  information  required by it in connection with the
          transactions contemplated by this Substitution Certificate;

     (b)  that it has not relied upon any statement,  opinion, forecast or other
          representation (including,  without limitation,  anything contained in
          the  Information  Package or any  Information  Memorandum) or warranty
          made by the Existing Bank, the Arrangers,  the Security  Trustee,  the
          Common  Security  Trustee or the Agent to induce it to enter into this
          Substitution Certificate;

     (c)  that it has made and will  continue to make,  without  reliance on the
          Existing  Bank or any  other  Bank  Finance  Party,  and based on such
          documents  as it  considers  appropriate,  its  own  appraisal  of the
          creditworthiness   of  each   Borrower  and  the  Group  and  its  own
          independent  investigation of the financial  condition,  prospects and
          affairs of each Borrower and the Group in  connection  with the making
          and continuation of the Facilities under the Agreement;

     (d)  that neither the Existing  Bank nor any other Bank Finance Party shall
          at any time be  deemed  to have had or have a duty or  responsibility,
          either  historically,  initially or on a continuing  basis, to provide
          the Substitute  with any credit or other  information  with respect to
          any Borrower or any other member of the Group whether  coming into its
          possession  before the  making of any  Drawing or at any time or times
          thereafter,  other  than (in the case of the  Agent)  as  provided  in
          clauses 19.3.1 and 19.5.1 of the Agreement;

     (e)  that it has made and will  continue to make its own  assessment of the
          legality, validity, enforceability and sufficiency of the Bank Finance
          Documents  and this  Substitution  Certificate  and has not relied and
          will  not rely on the  Existing  Bank,  the  Arrangers,  the  Security
          Trustee,  the Common  Security  Trustee or the Agent or any statements
          made by any of them in that respect;

     (f)  that,  accordingly,  none of the Existing  Bank,  the  Arrangers,  the
          Security Trustee, the Common Security Trustee and the Agent shall make
          any  representations  or  warranties  in respect of, or shall have any
          liability or responsibility to the Substitute in respect of any of the
          foregoing  matters or any other  matter  referred to in clause 19.7 of
          the Agreement; and

     (g)  that [it is [is not] a Qualifying Bank.

5    Execution of this  Substitution  Certificate by the Substitute  constitutes
     its  representation  to the  Existing  Bank and all  other  parties  to the
     Agreement and the Security  Trust Deed that it has power to become party to
     the Agreement and the Security Trust Deed as a Bank on the terms herein and
     therein set out and has taken all  necessary  steps to authorise  execution
     and delivery of this Substitution Certificate.

                                       112
<PAGE>

6    The  Substitute  hereby  undertakes  to the Existing  Bank,  the other Bank
     Finance  Parties,  the Borrowers and the other Parties to the Agreement and
     the Security Trust Deed that it will perform in accordance with their terms
     all those  obligations  which by the respective  terms of the Agreement and
     the  Security  Trust Deed will be assumed  by it after  acceptance  of this
     Substitution Certificate by the Agent.

7    Without  limiting  the  above  paragraphs,  nothing  in  this  Substitution
     Certificate obliges the Existing Bank to:

     (a)  accept  any  re-transfer  from the  Substitute  of any of the  rights,
          benefits and/or obligations hereby transferred; or

     (b)  support  any  losses  incurred  by the  Substitute  by  reason  of any
          non-performance by any Borrower or any other party to the Bank Finance
          Documents or any document  relating  thereto of any of its obligations
          under the same.

8    This Substitution Certificate and the rights and obligations of the parties
     hereunder  shall be governed by and  construed in  accordance  with English
     law.  Clauses 21.2 and 21.3 of the  Agreement  inclusive  are  incorporated
     herein by reference.

9    This Substitution Certificate may be executed in any number of counterparts
     and by different  parties on separate  counterparts,  each of which when so
     executed and delivered  shall be an original,  but all  counterparts  shall
     together constitute one and the same instrument.

     Note:  This  Substitution  Certificate  is  not  a  security,  bond,  note,
     debenture, investment or similar instrument.

AS WITNESS the hands of the authorised  signatories of the parties hereto on the
date appearing below.

                                       113
<PAGE>

                                  The Schedule


Amount of Contribution                                 Portion Novated
     (pound)                                               (pound)




Amount of Commitment                                   Portion Novated
     (pound)                                               (pound)



                      Administrative Details of Substitute

Lending office:

Account for payments:

Telephone:

Telefax:



Attention:


[Existing Bank]          [Subsitute]

By:                      By:

Date                     Date


The Agent



By:


on its own behalf and on behalf of the other Bank Finance Parties,  the Obligors
and all other parties to the Agreement and the Security Trust Deed.


Date:

                                       114
<PAGE>

                              Part B (global form)

          Note:  Any new Bank  must  also  sign the  agreed  form  Bank  Deed of
          Accession set out In the Common Security Trust Deed]

NB   1.   Banks are advised not to employ Substitution Certificates or otherwise
          to assign, novate or transfer interests in the Agreement without first
          ensuring that the  transaction  complies with all applicable  laws and
          regulations, including the Financial Services Act 1986 and regulations
          made thereunder.

     2.   It is  expected  that  Banks will  enter  into  separate  arrangements
          dealing  with  the  monies  to be paid to the  Existing  Banks  by the
          Substitutes in consideration of the novatlon (e.g. principal,  accrued
          interest,  fees and any  mismatched  funding  adjustment).  Unless the
          Transfer Date is a rollover date,  mismatches of parties'  funding may
          arise.  This Certificate does not deal with these issues,  nor does it
          deal with any interim risk  participation the Existing Banks may grant
          to the Substitutes pending the Transfer Date.

To:  HSBC Investment Bank plc
     City Place House
     55 Basinghall Street
     London EC2V 5DU

     Attention: Syndicated Finance Agency

                                                                          [Date]

                            Substitution Certificate
                            ------------------------

This Substitution  Certificate relates to an Agreement (the "Agreement") dated 4
July 2000  between  Cordiant  Communications  Group plc as the Parent  (1),  the
companies whose names,  registered numbers and registered offices are set out in
schedule 1 thereto as Original  Borrowers or Original  Overdraft  Borrowers (2),
The Bank of New York and HSBC  Investment  Bank plc as Arrangers  (3), the banks
and financial  institutions  whose respective names and addresses are set out in
schedule 1 thereto as Banks (4),  HSBC  Investment  Bank plc as Agent,  Security
Trustee and Common Security  Trustee (5), The Bank of New York as Swingline Bank
(6) and HSBC  Bank plc as  Overdraft  Bank  (7) (as from  time to time  amended,
varied, extended,  restated or replaced) and the Security Trust Deed, the Common
Security Trust Deed and lntercreditor Agreement defined and referred to therein.
Terms defined in the Agreement shall have the same meaning in this  Substitution
Certificate.

1    Each of the banks or financial  institutions  set out as Existing  Banks in
     part A of the  schedule  below (the  "Existing  Banks")  (a)  confirms  the
     accuracy of the summary of its  participation  in the  Agreement set out in
     the schedule and (b) requests each of the banks set out as Substitute Banks
     in part C of the schedule (the  "Substitutes") to accept by way of novation
     the portion of such participation specified (or calculated as specified) in
     the  schedule  by   counter-signing   and  delivering   this   Substitution
     Certificate  to the  Agent  at its  address  for  the  service  of  notices
     specified in the Agreement.

2    Each of the Substitutes hereby requests the Agent (on behalf of itself, the
     other Bank  Finance  Parties,  the  Obligors  and all other  parties to the
     Agreement  and  the  Security  Trust  Deed)  to  accept  this  Substitution
     Certificate  as  being  delivered  to the  Agent  pursuant  to and  for the
     purposes of clause 18.3 [and clause 18.15] of the Agreement and clause 10.3
     of the  Security  Trust Deed so as to take  effect in  accordance  with the
     terms thereof on [date of transfer] (the "Transfer  Date") or on such later
     date as may be determined in accordance with the terms thereof.

3    The Agent (on  behalf  of  itself,  the other  Bank  Finance  Parties,  the
     Borrowers and all other  parties to the  Agreement  and the Security  Trust
     Deed)  confirms  each  of  the  novations  effected  by  this  Substitution
     Certificate pursuant to and for the purposes of clause 18.3 [and clause

                                       115
<PAGE>

     18.15] of the Agreement and clause 10.3 of the Security Trust Deed so as to
     take effect in accordance with the respective terms thereof.

4    Each of the Substitutes confirms:

     (a)  that  it  has  received   copies  of  the   Agreement  and  all  other
          documentation  and  information  required by it in connection with the
          transactions contemplated by this Substitution Certificate;

     (b)  that it has not relied upon any statement,  opinion, forecast or other
          representation (including,  without limitation,  anything contained in
          the  Information  Package or any  Information  Memorandum) or warranty
          made by the Existing Banks, the Arrangers,  the Security Trustee,  the
          Common  Security  Trustee or the Agent to induce it to enter into this
          Substitution Certificate;

     (c)  that it has made and will  continue to make,  without  reliance on the
          Existing  Banks or any other  Bank  Finance  Party,  and based on such
          documents  as it  considers  appropriate,  its  own  appraisal  of the
          creditworthiness   of  each   Borrower  and  the  Group  and  its  own
          independent  investigation of the financial  condition,  prospects and
          affairs of each Borrower and the Group in  connection  with the making
          and continuation of the Facilities under the Agreement;

     (d)  that neither the Existing Banks nor any other Bank Finance Party shall
          at any time be  deemed  to have had or have a duty or  responsibility,
          either  historically,  initially or on a continuing  basis, to provide
          the Substitutes  with any credit or other  information with respect to
          any Borrower or any other member of the Group whether  coming into its
          possession  before the  making of any  Drawing or at any time or times
          thereafter,  other  than (in the case of the  Agent)  as  provided  in
          clauses 19.3.1 and 19.5.1 of the Agreement;

     (e)  that it has made and will  continue to make its own  assessment of the
          legality, validity. enforceability and sufficiency of the Bank Finance
          Documents  and this  Substitution  Certificate  and has not relied and
          will not rely on the  Existing  Banks,  the  Arrangers,  the  Security
          Trustee,  the Common  Security  Trustee or the Agent or any statements
          made by any of them in that respect;

     (f)  that,  accordingly,  none of the Existing  Banks,  the Arrangers,  the
          Security Trustee, the Common Security Trustee and the Agent shall make
          any  representations  or  warranties  in respect of, or shall have any
          liability or  responsibility  to the Substitutes in respect of, any of
          the foregoing  matters or any other matter  referred to in clause 19.7
          of the Agreement;

     (g)  that [it is [is not] a Qualifying Bank.

5    Execution  of this  Substitution  Certificate  by  each of the  Substitutes
     constitutes its  representation to each of the Existing Banks and all other
     parties to the Agreement  and the Security  Trust Deed that it has power to
     become party to the Agreement and the Security  Trust Deed as a Bank on the
     terms  herein  and  therein  set out and has taken all  necessary  steps to
     authorise execution and delivery of this Substitution Certificate.

6    Each of the Substitutes  hereby  undertakes to the Existing Banks, the Bank
     Finance  Parties,  the  Borrowers  and  each of the  other  parties  to the
     Agreement  and the Security  Trust Deed that it will perform in  accordance
     with its terms all those  obligations  which by the terms of the  Agreement
     and the Security Trust Deed will be assumed by it after  acceptance of this
     Substitution Certificate by the Agent.

7    Without  limiting  the  above  paragraphs,  nothing  in  this  Substitution
     Certificate obliges any of the Existing Banks to:

     (a)  accept  any  re-transfer  from any  Substitute  of any of the  rights,
          benefits and/or obligations hereby transferred; or

                                       116
<PAGE>

     (b)  support  any  losses  incurred  by any  Substitute  by  reason  of any
          non-performance  by any Obliger or any other party to the Bank Finance
          Documents or any document  relating  thereto of any of its obligations
          under the same.

8    Each Substitute (and the Existing Banks in respect of the transfers to such
     Substitute)   agrees   to  be  bound  by  this   Substitution   Certificate
     notwithstanding   that  any  other  Substitute  intended  to  execute  this
     Substitution Certificate may not do so or may not be effectually bound.

9    This Substitution Certificate may be executed in any number of counterparts
     and by different  parties on separate  counterparts,  each of which when so
     executed and delivered  shall be an original,  but all  counterparts  shall
     together constitute erie and the same instrument.

10   This Substitution Certificate and the rights and obligations of the parties
     hereunder  shall be governed by and  construed in  accordance  with English
     law.  Clauses 21.2 and 21.3 of the  Agreement  inclusive  are  incorporated
     herein by reference.

     Note:  This  Substitution  Certificate  is  not  a  security,  bond,  note,
     debenture, investment or similar instrument

AS WITNESS the hands of the authorised  signatories of the parties hereto on the
date appearing below.

                                       117
<PAGE>

                                  The Schedule
                                  ------------

                                     Part A

                Existing Banks' Commitments, Contributions being
                       each of their participations in the
                        Agreement as at the date of this
                            Substitution Certificate

[Set  out  each  Existing  Bank's   participation   including   Commitments  and
Contributions]

                                     Part B

                               Portion Transferred

[Set out the  portion of each  Existing  Bank's  Commitments  and  Contributions
transferred]

                   [set out details or method of calculation]

                                     Part C

[Set out names of Substitute Banks and the aggregate  amounts of the Commitments
and Contributions being transferred to them]
[Insert execution particulars and each Substitute's administration details]

[Each of the Existing Banks]            [Each of the Substitutes]

By:                                     By:
   ----------------------------            ---------------------------------

Date:                                   Date:


The Agent

By:
   ----------------------------



on its own behalf
and on behalf of the other Bank Finance  Parties,  the  Borrowers  and all other
parties to the Agreement and the Security Trust Deed.


                                       118
<PAGE>

<TABLE>
<CAPTION>
                                                      Schedule 7

                                                Permitted Encumbrances

<S>              <C>                           <C>          <C>           <C>
China            Bates China                   HKD              835,000   Cash collateral to secure rental agreement
--------------------------------------------------------------------------------------------------------------------
France           Bates France                  FRF            1,073,000   Cash collateral to secure rental guarantee
--------------------------------------------------------------------------------------------------------------------
Greece           Bates Hellas                  GRD           50,000,000   Charge on accounts receivable re Xios bank
                                                                          facility
--------------------------------------------------------------------------------------------------------------------
Greece           Bates Hellas                  GRD           75,000,000   Post dated bills re guarantee facility
                                                                          provided by Xios Bank (renamed Piraeus)
--------------------------------------------------------------------------------------------------------------------
India            Bates India Ltd               INR           25,000,000   Hypothecation of book debts and equitable
                                                                          mortgage of properties for bank facilities
                                                                          granted by both HSBC and Nedungadi Bank
                                                                          (was 75m INR)
--------------------------------------------------------------------------------------------------------------------
Netherlands       Cordiant Finance BV          NLG               18,463   Cash collateral to secure rental guarantee
--------------------------------------------------------------------------------------------------------------------
Sweden            Bates Sweden                 SEK            4,150,000   Charge on assets re Provinsbanken/Osgota
                                                                          Enskilda Banken bank and guarantee
                                                                          facility
--------------------------------------------------------------------------------------------------------------------
Taiwan            Bates Taiwan                 TWD           15,000,000   Cash collateral for media guarantee
                                                                          facility
--------------------------------------------------------------------------------------------------------------------
UK                CCG plc                      EUR              165,000   Escrow account held with Bankinter for
                                                                          deferred consideration re minority
                                                                          purchase of Grupo Bates Spain (originally
                                                                          60m ESP)
--------------------------------------------------------------------------------------------------------------------
Australia         Marketforce Ltd              AUD            1,200,000   Secured by Mortgage debenture
--------------------------------------------------------------------------------------------------------------------
Brazil            Newcomm                      BRL            4,000,000   Charge over receivables
--------------------------------------------------------------------------------------------------------------------
Czech             Intercom                     CZK            4,000,000   Charge over receivables
Republic
--------------------------------------------------------------------------------------------------------------------
Norway                                         NOK           12,500,000   Charge over receivables for the provision
                                                                          of an overdraft facility and rental
                                                                          guarantees
--------------------------------------------------------------------------------------------------------------------
Thailand          Bates Thailand               THB            4,250,000   Charge over assets for the provision of a
                                                                          loan facility
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       119
<PAGE>

                                   Schedule 8

                                     Part A
                          Borrower Accession Agreement

THIS BORROWER ACCESSION AGREEMENT is dated [      ] and made BEIWEEN:

(1)  o (No. o) whose registered office is at o (the "Additional Borrower");

(2)  CORDIANT  COMMUNICATIONS GROUP PLC (No. 1320869) whose registered office is
     at 121-141 Westbourne Terrace, London W2 6JR (the "Parent"); and

(3)  HSBC INVESTMENT BANK PLC of City Place House, 55 Basinghall Street,  London
     EC2V 5DU in its capacity as Agent under the Agreement  referred to below on
     behalf of itself the and the other Finance Parties (the "Agent").

WHEREAS:

(A)  The Additional Borrower is a Subsidiary of the Parent.

(B)  By an  agreement  dated 4 July 2000 and made  between the Parent  (1),  the
     companies  whose  names  and,  where  applicable,  registered  offices  and
     registered  numbers are set out in parts A or C of schedule 1 thereto  (2),
     the  Arrangers  (3), the banks and financial  institutions  whose names and
     addresses  are set out in schedule 2 thereto (4),  the Agent,  the Security
     Trustee and the Common Security Trustee (5), the Swingline Bank (6) and the
     Overdraft  Bank  (7)  (as  from  time to time  amended,  varied,  extended,
     restated or replaced, the "Agreement"),  the Banks agreed to make available
     to the Borrowers credit facilities.

(C)  The Parent has undertaken to procure that an agreement  supplemental to the
     Agreement  shall be executed and delivered by any  Subsidiary of the Parent
     which the Parent  intends  should become an Additional  Borrower  under the
     Agreement.

NOW THIS BORROWER ACCESSION AGREEMENT WITNESSES as follows:

1.   Agreement definitions

     Unless the context  otherwise  requires or unless otherwise defined in this
     Borrower  Accession  Agreement,   words  and  expressions  defined  in  the
     Agreement shall have the same meaning when used in this Borrower  Accession
     Agreement  or the  Recitals  hereto.  Clauses 1.3 and 1.4 of the  Agreement
     shall apply to this Borrower Accession Agreement,  mutatis mutandis,  as if
     expressly set out herein.

2.   Accession to the Agreement

     With  effect  from  the  date of this  Borrower  Accession  Agreement,  the
     Additional  Borrower  shall become a party to the  Agreement and a Borrower
     thereunder  as if named  therein in part A of  Schedule 10 thereto and with
     effect from such date shall assume  obligations  towards and rights against
     the other  Borrowers,  the Agent,  the  Arranger,  the Funders,  the Common
     Security Trustee and the Security Trustee as if so named therein.


                                       120
<PAGE>

3.   Continuance of the Agreement

     Notwithstanding  this Borrower Accession  Agreement,  the provisions of the
     Agreement shall continue in full force and effect and, with effect from the
     date of this Borrower Accession Agreement,  the Agreement shall be read and
     construed as one  instrument  as if  references  in the  Agreement to "this
     Agreement"  were to the  Agreement and this  Borrower  Accession  Agreement
     taken together.

4.   Consent

     The Parent (on behalf of itself and, the other Borrowers) and the Agent (on
     behalf of  itself  and the  other  Bank  Finance  Parties)  consent  to the
     Additional Borrower becoming a Borrower as set out in clauses 2 and 3.

5.   Representations and warranties

     The Additional Borrower represents and warrants to each of the Funders, the
     Arrangers,  the Security Trustee, the Common Security Trustee and the Agent
     in the  terms of  clause  11.1 of the  Agreement  other  than the  excluded
     representations  and  warranties  as if  references  therein  (i)  to  this
     "Agreement"  or to  the  "Security  Documents"  or  to  the  "Bank  Finance
     Documents" were also to this Borrower  Accession  Agreement and (ii) to the
     "Borrowers" or any "member of the Group" were to the Additional Borrower.

6.   Law (and jurisdiction)

     This  Borrower  Accession  Agreement  shall be governed by and construed in
     accordance with English law.

     [Jurisdiction clause and appointment of agent for service of process]

IN WITNESS whereof this Borrower  Accession  Agreement has been entered into the
day and year first above written

                                       121
<PAGE>

                 Part B - Overdraft Borrower Accession Agreement

THIS OVERDRAFT BORROWER ACCESSION AGREEMENT is dated [      ] and made BETWEEN:

(1)  (No.  o)  whose  registered  office  is  at  (the  "Additional   Overdraft
     Borrower");

(2)  CORDIANT  COMMUNICATIONS GROUP PLC (No. 1320869) whose registered office is
     at 121/141 Westbourne Terrace, London W2 6JR (the "Parent"); and

(3)  HSBC INVESTMENT BANK PLC of City Place House, 55 Basinghall Street,  London
     EC2V 5DU in its capacity as Agent under the Agreement  referred to below on
     behalf of itself and the other Finance Parties (the "Agent").

WHEREAS:

(A)  The Additional Overdraft Borrower is a Subsidiary of the Parent.

(B)  By an  agreement  dated 4 July 2000 and made  between the Parent  (1),  the
     companies  whose  names  and,  where  applicable,  registered  offices  and
     registered  numbers are set out in parts A or C of schedule 1 thereto  (2),
     the  Arrangers  (3), the banks and financial  institutions  whose names and
     addresses  are set out in schedule 2 thereto (4),  the Agent,  the Security
     Trustee and the Common Security Trustee (5), the Swingline Bank (6) and the
     Overdraft  Bank  (7)  (as  from  time to time  amended,  varied,  extended,
     restated or replaced, the "Agreement"),  the Banks agreed to make available
     to the Borrowers credit facilities.

(C)  The Parent has undertaken to procure that an agreement  supplemental to the
     Agreement  shall be executed and delivered by any  Subsidiary of the Parent
     which the Parent  intends  should become an Additional  Overdraft  Borrower
     under the Agreement.

NOW THIS OVERDRAFT BORROWER ACCESSiON AGREEMENT WIThESSES as follows:

1.   Agreement definitions

     Unless the context  otherwise  requires or unless otherwise defined in this
     Overdraft Borrower Accession  Agreement,  words and expressions  defined in
     the  Agreement  shall  have the same  meaning  when used in this  Overdraft
     Borrower Accession Agreement or the Recitals hereto. Clauses 1.3 and 1.4 of
     the Agreement shall apply to this Overdraft Borrower  Accession  Agreement,
     mutatis mutandis, as if expressly set out herein.

2.   Accession to the Agreement

     With effect from the date of this Overdraft Borrower  Accession  Agreement,
     the Additional Overdraft Borrower shall become a party to the Agreement and
     an  Overdraft  Borrower  thereunder  as if named  therein  as an  Overdraft
     Borrower  and with effect from such date shall assume  obligations  towards
     and rights  against  the other  Borrowers,  the Agent,  the  Arranger,  the
     Funders,  the Common  Security  Trustee and the  Security  Trustee as if so
     named therein.

3.   Continuance of the Agreement

     Notwithstanding this Overdraft Borrower Accession Agreement, the provisions
     of the Agreement  shall  continue in full force and effect and, with effect
     from the date of this Overdraft Borrower Accession Agreement, the Agreement
     shall be read and  construed  as one  instrument  as if  references  in the
     Agreement to "this  Agreement"  were to the  Agreement  and this  Overdraft
     Borrower Accession Agreement taken together.

<PAGE>

4.   Consent

     The Parent (on behalf of itself and, the other Borrowers) and the Agent (on
     behalf of  itself  and the  other  Bank  Finance  Parties)  consent  to the
     Additional  Overdraft Borrower becoming an Overdraft Borrower as set out in
     clauses 2 and 3.

5.   Representations and warranties

     The Additional  Overdraft  Borrower  represents and warrants to each of the
     Funders,  the Arrangers,  the Security Trustee, the Common Security Trustee
     and the Agent in the terms of clause 11.1 of the  Agreement  other than the
     excluded  representations  and  warranties as if references  therein (i) to
     this  "Agreement"  or to the  "Security  Documents" or to the "Bank Finance
     Documents"  were also to this Overdraft  Borrower  Accession  Agreement and
     (ii) to the "Borrowers" or any "member of the Group" were to the Additional
     Overdraft Borrower.

6.   Law [and jurisdiction]

     This  Overdraft  Borrower  Accession  Agreement  shall be  governed  by and
     construed in accordance with English law.

     [Jurisdiction clause and appointment of agent for service of process].

IN WITNESS whereof this Overdraft Borrower Accession  Agreement has been entered
into the day and year first above written.

                                       123
<PAGE>

<TABLE>
<CAPTION>
                                                      Schedule 9

                                                 Permitted Guarantees


<S>              <C>                    <C>            <C>           <C>
Austria          Dr Puttner Bates       ATS                600,000   Guarantee given by the company for rent
---------------------------------------------------------------------------------------------------------------------
Greece           Bates Hellas           GRD            200,000,000   Indemnities provided in respect of a guarantee
                                                                     issued under guarantee facility provided by
                                                                     Eurormerchant bank
---------------------------------------------------------------------------------------------------------------------
Greece           Bates Hellas           GRD            150,000,000   Indemnities provided in respect of a guarantee
                                                                     issued under guarantee facility provided by Xios
                                                                     bank, renamed Peraeus bank (secured 50% on post
                                                                     dated bills)
---------------------------------------------------------------------------------------------------------------------
Greece            Bates Hellas          GRD            250,000,000   Indemnities provided in respect of a guarantee
                                                                     issued under guarantee facility provided by ABN
                                                                     AMRO bank
---------------------------------------------------------------------------------------------------------------------
Hong Kong         Bates Hong Kong       HKD                100,000   Guarantee provided to SCMP in respect of Zenith
                                                                     Media
---------------------------------------------------------------------------------------------------------------------
Italy             141 Italia            ITL             17,725,000   Indemnities provided in respect of a guarantee
                                                                     provided by BCI to Zurigo Assurance
---------------------------------------------------------------------------------------------------------------------
Italy             Bates Italia          ITL            131,450,000   Indemnities provided in respect of a guarantee
                                                                     provided by BCI to Zurigo Assurance
---------------------------------------------------------------------------------------------------------------------
Italy             Plan Design           ITL              5,893,750   Guarantee in favour of Italian Finance Ministry
---------------------------------------------------------------------------------------------------------------------
Italy             Ted Bates WW          ITL            104,055,000   Guarantee in favour of Italian Finance Ministry
---------------------------------------------------------------------------------------------------------------------
Italy             Bates Italia          ITL              5,000,000   Indemnities provided in respect of a guarantee
                                                                     provided by BCI on behalf of Italian Police
                                                                     department
---------------------------------------------------------------------------------------------------------------------
Malaysia          Bates Malaysia        MYR              4,000,000   Indemnities provided in respect of a guarantee
                                                                     issued under guarantee facility provided by HSBC
                                                                     (1.5m MYR overdraft facility and 50% of 5m MYR
                                                                     guarantee facility)
---------------------------------------------------------------------------------------------------------------------
Norway            Bates Gruppen AS       NOK             5,500,000   Indemnities provided in respect of a Bank
                                                                     guarantee provided by Sparbanken in favour of
                                                                     landlords for office rents (originally 7.8m NOK)
---------------------------------------------------------------------------------------------------------------------
Spain              Delvico Bates         ESP           100,000,000   Indemnities provided in respect of guarantees
                                                                     issued under a guarantee facility provided by
                                                                     Banco Santander
---------------------------------------------------------------------------------------------------------------------
UK                CCG plc                USD            Lease        Guarantee given to Landlord of Hudson Street
                                                     obligations     (with Saatchi)
---------------------------------------------------------------------------------------------------------------------
UK                CCG plc                GBP            Lease        Guarantee given to Landlord of Berkeley Square
                                                      obligations    (with Saatchi)
---------------------------------------------------------------------------------------------------------------------
UK                CCG plc                GBP            Lease        Guarantee given to Landlord of Dukes Road (with
                                                      obligations    Saatchi)
---------------------------------------------------------------------------------------------------------------------
                                                          124
<PAGE>



UK                CCG plc                GBP            Variable     Forward foreign exchange contracts
---------------------------------------------------------------------------------------------------------------------
UK                CCG plc                JPY           700,000,000   Guarantee given by plc in respect of Bates Japan
---------------------------------------------------------------------------------------------------------------------
UK                Bates Overseas         PTE            30,000,000   Guarantee provided by BOH for the Banca Totta
                  Holdings                                           & Acores bank facility for Bates Portugal JV
---------------------------------------------------------------------------------------------------------------------
UK                CCG plc                USD             2,000,000   Guarantee given to Chase Manhattan Bank
---------------------------------------------------------------------------------------------------------------------
UK                CCG plc               ZAR           Run-off        Guarantee given by plc to PN Barrett Company
                                                      liabilities    (Prop) Ltd
---------------------------------------------------------------------------------------------------------------------
UK/US             CCG plc               USD            Lease         Guarantee given to Landlord of Bates premises
                                                      obligations    at 498 Seventh Avenue
---------------------------------------------------------------------------------------------------------------------
USA               Bates US Holdings     USD                          Guarantee given by Cordiant Compton
                  Inc                                                WW to Niederhoffer, Cross & Zeckhauser
---------------------------------------------------------------------------------------------------------------------
USA               Bates US Holdings     USD                          Guarantee given by Cordiant Compton
                  Inc                                                WW to Orenstein, Musoff & Orenstein
---------------------------------------------------------------------------------------------------------------------
USA               Bates US Holdings     USD             10,000,000   Guarantee given by Cordiant Compton
                  Inc                                                WW to KCIN re lease
---------------------------------------------------------------------------------------------------------------------
Argentina         CCG plc               ARP                610,000   Plc guarantee on behalf of Grandes Pinturerias
                                                                     del Centro SA
---------------------------------------------------------------------------------------------------------------------
Argentina         CCG plc               ARP                500,000   Plc guarantee on behalf of La Nacion
---------------------------------------------------------------------------------------------------------------------
Argentina         CCC plc               ARP              1,500,000   Plc guarantee on behalf of Arte Radiotelevisivo
                                                                     Argentino SA
---------------------------------------------------------------------------------------------------------------------
Argentina         CCG plc               ARP              1,500,000   Plc guarantee on behalf of Television Federal SA
---------------------------------------------------------------------------------------------------------------------
Argentina         Zenith Media          USD              1,500,000   Bank guarantee to Clarin SA
                  Argentina
---------------------------------------------------------------------------------------------------------------------
Belgium           LDV Bates             EUR                 54,291   Bank guarantee given to landlord for rent
---------------------------------------------------------------------------------------------------------------------
Germany           Sholz & Friends       DEM              1,536,000   Bank guarantee given to landlord for rent
---------------------------------------------------------------------------------------------------------------------
Italy             Bates Italia          ITL             44,500,000   Bank guarantees on behalf of Zurigo Assurance
                                                                     (Ex Medical)
---------------------------------------------------------------------------------------------------------------------
Italy             Bates ltalia          ITL            665,000,000   Bank guarantees on behalf of Min Del Lavoro
---------------------------------------------------------------------------------------------------------------------
Italy             Bates ltalia          ITL            175,000,082   Bank guarantees on behalf of Min Dell'Interno
---------------------------------------------------------------------------------------------------------------------
Italy             Bates ltalia          ITL            423,333,000   Bank guarantees on behalf of Regione Lombardia
---------------------------------------------------------------------------------------------------------------------
Italy             Bates ltalia          ITL            250,000,000   Bank guarantees on behalf of Ministero Della
                                                                     Salute
---------------------------------------------------------------------------------------------------------------------
Netherlands       Bates Not Just        EUR                 93,000   Bank guarantee given to landlord for rent
                  Film


                                                          125

<PAGE>

New Zealand       CCG plc               NZD              5,000,000   Plc guarantee provided to TVNZ
---------------------------------------------------------------------------------------------------------------------
UK                CCG plc               GBP                735,712   Bank guarantee given to landlord of Holborn Gate
---------------------------------------------------------------------------------------------------------------------
UK                CCG plc               GBP                207,575   Bank guarantee given to landlord of Clerkenwell
                                                                     Road
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                          126
<PAGE>

                                   Schedule 10

                        Borrower's Compliance Certificate

                         Form of Compliance Certificate
                      to be issued by an Authorised Officer

HSBC Investment Bank plc
City Place House
55 Basinghall Street
London EC2V 5DU

Attention:   Syndicated Finance Agency

                                                                          [Date]

Dear Sirs

Cordiant  Communications  Group  plc  Loan  Agreement  dated o 2000  for  Credit
Facilities of up to (pound)155,871,146.52 (the "Agreement")

     We refer to the  Agreement  and  deliver  this  Compliance  Certificate  in
     respect of the Four Quarters ended o pursuant to clause 12.1.6(d)  thereof.
     Terms  defined in the  Agreement  shall have the same  meaning when used in
     this  Compliance  Certificate.  We attach a calculation of all the relevant
     items referred to in paragraphs 1 to 5 below.

We confirm:

1    Consolidated EBITDA in respect of the 12 months ended on o was o.

2    Consolidated Net Interest  Expenditure in respect of the 12 months ended on
     o was o.

3    Consolidated Gross Borrowings (calculated on the basis of the average daily
     outstandings during the two consecutive Quarters ending on o) was o.

4    Consolidated Net Worth o was o.

5    Capital Expenditure during the Financial Year ending o was o as at o.

Based on the above,  we certify that,  calculated on the basis set out in clause
13 of the Agreement:

(a)  On o  the  ratio  of  Consolidated  EBITDA  to  Consolidated  Net  Interest
     Expenditure was o.

(b)  On o the ratio of  Consolidated  Gross  Borrowings to  Consolidated  EBITDA
     was o.

Accordingly,  we confirm that the Parent was in compliance with the undertakings
set out in clause 13 on o and in respect of the relevant  periods  ended on such
date.

We also attach a list of our Material  Subsidiaries  as at o , calculated on the
basis set out in the Agreement.

We confirm that no Default has occurred and is  continuing  which is  unremedied
and unwaived  [other than where full details have  previously  been  provided to
you].

For and on behalf of

Cordiant Communications Group plc

-------------------
Finance Director

                                       127
<PAGE>

                                   Schedule 11

                 Form of Guarantee to be given by new Guarantors

                                    [deleted]

                                       128
<PAGE>

                                   Schedule 12

                             Permitted Acquisitions

The acquisitions listed below provided that the total acquisition  consideration
payable  by the  Group in  respect  of such  acquisition  (including  for  these
purposes any deferred  consideration) does not exceed the maximum  consideration
for such  acquisition  contained in the acquisition  agreement as at the date of
this Agreement relating to the acquisition concerned.


<TABLE>
<CAPTION>
<S>                                                           <C>              <C>           <C>
Churchill Group Inc/Churchill Advertising Group Inc                US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Bates Travel & Tourism Inc (Criterion)                             US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Konoret AS Reklamebyra                                           Norway        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Not Just Film BV                                              Netherlands      Cash                Put call option
---------------------------------------------------------------------------------------------------------------------
Cronert & Co                                                     Sweden        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Corps 117 & LdV                                                 Belgium        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Interactive Edge Inc                                               US          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Mainostoimisto Sarrka Oy                                        Finland        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Diamond Ad Ltd                                                   Korea         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
PSD Associates Ltd                                                 UK          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Arcom Group Ltd                                                    UK          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Camarote ZP S.L.                                                 Spain         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Impressionist International Communications Oy                   Finland        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Interprofil APS (Plan Design)                                   Denmark        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Pack Design AB                                                   Sweden        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Bamber Forsyth Ltd                                                 UK          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Donino White & Parners Inc                                         US          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
CKMP Ltd                                                           UK          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Hermann Beasley Advertising Ltd                                    UK          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Intercom KG                                                     Germany        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Big Island International Pty Ltd                               Australia       Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Ideaworks (Holdings) Pty Ltd                                   Australia       Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Marketforce Ltd                                                Australia       Cash          Earnout & contractual
                                                                               purchase
                                                                               of shares
---------------------------------------------------------------------------------------------------------------------
Professional Public Relations Pty Ltd                          Australia       Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Generator Communications Ltd                               New Zealand         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Newcomm Bates Comunicacao Integrada Ltda                         Brazil        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
E.S.C. Comunicacion Eisen, San Martin, Camine S.A.L.             Spain         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Clarion Communications (PR) Ltd                                    UK          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                           <C>              <C>           <C>
---------------------------------------------------------------------------------------------------------------------
Davidson Marketing Inc (Communicator US)                           US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
The Terpin Group of Companies Inc                                  US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Sports Producers Hawaii Inc                                        US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Associates in Architecture & Design Inc                            US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Propose Two Ltd/Secure Two Ltd (Communicator UK)                   UK          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Consultants in Pharmacuetical Advertising Espana S.L.            Spain         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
H.F.T. Group                                                     France        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Microarts Corporation                                              US          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Bulletin International Ltd                                         UK          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Presentation Communications International Ltd/Ultimate             UK          Stock                       Earnout
Events Ltd
---------------------------------------------------------------------------------------------------------------------
Gallagher & Kelly Public Relations Ltd                          Ireland        Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Diseno & Gestion S.L.                                            Spain         Cash                Earnout & pull/
                                                                                                       call option
---------------------------------------------------------------------------------------------------------------------
Testardo Public Relations Sp.o.o.                                Poland        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Harrisonhuman (Proprietary) Ltd                               South Africa     Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Schwab & Piquette Communications Inc                             Canada        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Antonini & Associati S.r.l./Naviter S.r.l.                       Italy         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
United Visions Entertainments AG                                Germany        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Verdino Bates S.A. de Publicidad (Fernando Fernandez)          Argentina       Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
International Business Information Inc                           Japan         Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
141 France SA                                                    France        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Shelf Company subsidiary of Bates Germany                       Germany        Cash
Werbeagentur GmbH
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                         130
<PAGE>

                                   Schedule 13

       Preference shares issued by (or to be issued) by Lighthouse and its
                     Subsidiaries as deferred consideration


<TABLE>
<CAPTION>

                                                                  Maximum Deferred
                                                                  Consideration
                                                                  (approximate       Deferred           End Date (on
Jurisdiction       Entity or business acquired   Date             figure)            Consideration      or before
------------       ---------------------------   ----             --------           -------------      ---------


<S>                <C>                           <C>              <C>                <C>                <C>
USA                Leonhardt                     28.10.1999       $4,500,000         6% convertible     3 yrs or 5
                                                                                     preferred stock    yrs from
                                                                                     of Lighthouse      closing

USA                Interiors for                 29.11.1999       $4,000,000         6% convertible     3 yrs or 5
                   Architecture/Associates in                                        preferred stock    yrs from
                   Architecture and Design                                           of Lighthouse      closing

USA                Avid Productions              06.01.2000       $2,000,000         6% convertible     31.12.2000
                                                                                     preferred stock    and
                                                                                     of Lighthouse      31.12.2004

UK                 C&FD                          06.11.2000   (pound)585,000         5850 redeemable    31.12.2004
                                                                                     preference
                                                                                     shares in
                                                                                     Lighthouse
                                                                                     Holdings UK
                                                                                     Limited - can be
                                                                                     exchanged for 6%
                                                                                     convertible
                                                                                     preferred stock
                                                                                     of Lighthouse

USA                Morgen-Walke                  12.01.2000       $5,250,000         6% convertible     31.12.2002
                                                                                     preferred stock    and 31.12.2002
                                                                                     of Lighthouse

USA                Ideascope                     07.02.2000       $ 3,500,000        6% convertible     3 yrs after
                                                                                     preferred stock    closing
                                                                                     of Lighthouse

UK                 Clarion                       10.03.2000 (pound)339,000 plus      9870 preference    31.12.2002
                                                            (pound)987,000 to be     shares in
                                                                   satisfied by      Lighthouse
                                                                   issue of 9870     Holdings UK
                                                                   preference shares Limited - can be
                                                                                     exchanged into
                                                                                     6% convertible
                                                                                     preferred stock
                                                                                     of Lighthouse

USA                Wang                          02.03.2000       $100,000           6% convertible     31.12.2002
                                                                                     preferred stock
                                                                                     of Lighthouse

USA                Fantastic Sports              04.03.1999       $1,675,000 plus    6% convertible     04.03.2004
                                                                  interest           preferred stock
                                                                                     of Lighthouse

USA                Primo Angeli                  25.06.1999       $3,150,000         6% convertible     01.07.2004
                                                                  plus interest      preferred stock
                                                                  and dividends      of Lighthouse

USA                Davidson                      07.07.1999       $3,000,000         6% convertible     31.05.2003
                                                                                     preferred stock
                                                                                     of Lighthouse
</TABLE>


                                      131
<PAGE>
<TABLE>
<CAPTION>

                                                                  Maximum Deferred
                                                                  Consideration
                                                                  (approximate       Deferred           End Date (on
Jurisdiction       Entity or business acquired   Date             figure)            Consideration      or before
------------       ---------------------------   ----             --------           -------------      ---------


<S>                <C>                           <C>              <C>                <C>                <C>
UK                 Financial Dynamics            23.07.1999 (pound)11,200,000        6% convertible     31.12.2002
                                                                                     preferred stock
                                                                                     of Lighthouse

</TABLE>

                                      132
<PAGE>

                                   Schedule 14

                       Non-Bank Cash Pooling Arrangements


Cash Pooling Arrangements in Germany with Deutsche Bank AG and between Scholz &
Friends AG and its Subsidiaries existing at the Restructuring Date which are
incorporated in Germany.





                                        133

<PAGE>

THE PARENT
----------


SIGNED for and on behalf of                           )
CORDIANT COMMUNICATIONS                               )
GROUP PLC                                             )
by:                                                   )


THE ORIGINAL BORROWERS
----------------------

SIGNED for and on behalf of                           )
CORDIANT COMMUNICATIONS                               )
GROUP PLC                                             )
by:                                                   )

SIGNED for and on behalf of                           )
BATES UK LIMITED                                      )
by:                                                   )

SIGNED for and on behalf of                           )
BATES US HOLDINGS INC.                                )
by:                                                   )

SIGNED for and on behalf of                           )
BATES DEUTSCHLAND                                     )
HOLDINGS GMBH                                         )
by:                                                   )


THE ORIGINAL OVERDRAFT BORROWERS
--------------------------------

SIGNED for and on behalf of                           )
ATLAS ADVERTISiNG LIMITED                             )
by:                                                   )

SIGNED for and on behalf of                           )
BATES EUROPE LIMITED                                  )
by:                                                   )

SIGNED for and on behalf of                           )
BATES OVERSEAS HOLDINGS                               )
LIMITED by:                                           )

SIGNED for and on behalf of                           )
BATES UK LIMITED                                      )
by:                                                   )

SIGNED for and on behalf of                           )
CORDIANT COMMUNICATIONS                               )
GROUP PLC                                             )
by:                                                   )

                                       134

<PAGE>
SIGNED for and on behalf of                           )
CORDIANT GROUP LIMITED                                )
by:                                                   )

SIGNED for and on behalf of                           )

CORDIANT PROPERTY HOLDINGS                            )
LIMITED by:                                           )

SIGNED for and on behalf of                           )
ICM INTERNATIONAL LIMITED                             )
by:                                                   )

SIGNED for and on behalf of                           )
SWOT PLUS LIMITED                                     )
by:                                                   )

SIGNED for and on behalf of                           )
THE DECISION SHOP LIMITED                             )
LIMITED by:                                           )

SIGNED for and on behalf of                           )
XMSS LIMITED                                          )
by:                                                   )

THE SWINGLINE BORROWER
----------------------

SIGNED for and on behalf of                           )
BATES US HOLDINGS INC.                                )
by:                                                   )

THE ARRANGERS
-------------

SIGNED for and on behalf of                           )
THE BANK OF NEW YORK                                  )
by:                                                   )

SIGNED for and on behalf of                           )
HSBC INVESTMENT BANK PLC                              )
by:                                                   )

THE BANKS
---------

SIGNED for and on behalf of                           )
THE BANK OF NEW YORK                                  )
by:                                                   )

                                       135



<PAGE>

SIGNED for and on behalf of                           )
HSBC BANK PLC                                         )
by:                                                   )


THE AGENT SECURITY TRUSTEE AND COMMON SECURITY TRUSTEE
------------------------------------------------------

SIGNED for and on behalf of                           )
HSBC INVESTMENT BANK PLC                              )
by:                                                   )

THE SWINGLINE BANK
------------------

SIGNED for and on behalf of                           )
THE BANK OF NEWYORK                                   )
by:                                                   )

THE OVERDRAFT BANK
------------------

SIGNED for and on behalf of                           )
HSBC BANK PLC                                         )
by:                                                   )



                                      136

<PAGE>

<TABLE>
<CAPTION>

The Parent

<S>                                                                    <C>
EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT COMMUNICATIONS GROUP PLC                                   )

                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams



The Original Borrowers

EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT COMMUNICATIONS GROUP PLC                                   )

                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by BATES UK LIMITED

                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT US HOLDINGS, INC.                                          )
                                                                         Michael. J. Kopcsak
                                                                         Vice President
                                                                         Authorised Signatory
EXECUTED and DELIVERED as a DEED                                       )
by Uloma Adighibe as attorney of                                       )
BATES DEUTSCHLAND HOLDINGS GMBH                                        )
in the exercise of a power of attorney                                 )
in the presence of Orla MacSherry                                      )
                                                                           Attorney Uloma Adighibe


                                                                           Witness Oria MacSherry

The Swingline Borrower

EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT US HOLDINGS, INC.                                          )
                                                                           Art D'Angelo
</TABLE>


                                      30

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                  <C>
The Overdraft Borrowers


EXECUTED and DELIVERED as a DEED                                      )
by ATLAS ADVERTISING LIMITED                                          )

                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                     )
by BATES OVERSEAS HOLDINGS LIMITED                                   )

                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                     )
by BATES UK LIMITED                                                  )

                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED
by CORDIANT COMMUNICATIONS GROUP PLC
                                                                      )
                                                                      )
                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                      )
by CORDIANT GROUP LIMITED                                             )

                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                      )
by CORDIANT PROPERTY HOLDINGS LIMITED                                 )

                                                                         Director Andrew Boland

                                                                         Director/Secretary Denise Williams
</TABLE>

                                      31


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                    <C>
EXECUTED and DELIVERED as a DEED                                       )
by ICM INTERNATIONAL LIMITED                                           )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by SWOT PLUS LIMITED                                                   )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by THE DECISION SHOP LIMITED                                           )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by XMSS LIMITED                                                        )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

The Original Guarantors

EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT COMMUNICATIONS GROUP PLC                                   )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by BATES EUROPE LIMITED                                                )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by BATES UK LIMITED                                                    )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

</TABLE>


                                      32


<PAGE>
<TABLE>
<CAPTION>
<S>                                                                   <C>

EXECUTED and DELIVERED as a DEED                                       )
by ATLAS ADVERTISING LIMITED                                           )

                                                                          Director Andrew Boland


                                                                          Director/Secretary Denise Williams


EXECUTED and DELIVERED as a DEED                                       )
by THE DECISION SHOP LIMITED                                           )
                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by ICM INTERNATIONAL LIMITED                                           )
                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams


EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT US HOLDINGS, INC.                                          )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory

EXECUTED and DELIVERED as a DEED                                       )
by BATES ADVERTISING USA, INC.                                         )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory


EXECUTED and DELIVERED as a DEED                                       )
by BATES CHURCHILL PUBLIC RELATIONS, INC.                              )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory

EXECUTED and DELIVERED as a DEED                                       )
by BATES CHURCHILL ADVERTISING, INC.                                   )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory
</TABLE>

                                      33
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                   <C>

EXECUTED and DELIVERED as a DEED                                      )
by BATES WORLDWIDE                                                    )
(DELAWARE), INC.                                                      )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory


EXECUTED and DELIVERED as a DEED                                      )
by CCG.XM, INC.                                                       )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory

EXECUTED and DELIVERED as a DEED                                      )
by HEALTHWORLD CORPORATION                                            )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory

EXECUTED and DELIVERED as a DEED                                      )
by BATES HEALTHWORLD, INC.                                            )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory

EXECUTED and DELIVERED as a DEED                                      )
by FALK HEALTHWORLD, INC.                                             )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory

EXECUTED and DELIVERED as a DEED                                      )
by LIGHTHOUSE GLOBAL NETWORK, INC.                                    )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory

EXECUTED and DELIVERED as a DEED                                      )
by FITCH, INC.                                                        )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory

EXECUTED and DELIVERED as a DEED                                      )
by MORGEN WALKE ASSOCIATES INC                                        )
                                                                          Michael. J. Kopcsak
                                                                          Vice President
                                                                          Authorised Signatory
</TABLE>

                                      34

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                   <C>

EXECUTED and DELIVERED as a DEED                                       )
by Uloma Adighibe as attorney of                                       )
BATES DEUTSCHLAND HOLDINGS GMBH                                        )
in the exercise of a power of attorney                                 )
in the presence of Orla Macsherry                                      )

                                                                          Attorney Uloma Adighibe

                                                                          Witness Orla Macsherry

EXECUTED and DELIVERED as a DEED                                       )
by Denise Williams as attorney of                                      )
CORDIANT COMMUNICATIONS GROUP                                          )
AUSTRALIA PTY LIMITED                                                  )
in the exercise of a power of attorney                                 )
in the presence of Orla Macsherry                                      )
                                                                          Attorney Denise Williams

                                                                          Witness Orla Macsherry

The Overdraft Guarantors

EXECUTED and DELIVERED as a DEED                                       )
by ATLAS ADVERTISING LIMITED                                           )
                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by BATES OVERSEAS HOLDINGS LIMITED                                     )
                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by BATES UK LIMITED                                                    )
                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                        )
by CORDIANT COMMUNICATIONS GROUP PLC                                    )
                                                                          Director Andrew Boiand

                                                                          Director/Secretary Denise Williams
</TABLE>
                                      35


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                    <C>
EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT GROUP LIMITED                                              )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT PROPERTY HOLDINGS LIMITED                                  )
                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by ICM INTERNATIONAL LIMITED                                           )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by SWOT PLUS LIMITED                                                   )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by THE DECISION SHOP LIMITED                                           )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by XMSS LIMITED                                                        )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by HEALTH WORLD HOLDINGS LIMITED                                       )

</TABLE>

                                      36

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                    <C>

                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by MILTON MARKETING GROUP LIMITED                                      )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by FITCH DESIGN CONSULTANTS LIMITED                                    )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by FINANCIAL DYNAMICS LIMITED                                          )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by CONNECT SIX LIMITED                                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by CONNECT FIVE LIMITED                                                )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by CLARION COMMUNICATIONS (PR) LIMITED                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
                                      37


<PAGE>



EXECUTED and DELIVERED as a DEED                                       )
by CORPORATE AND FINANCIAL DESIGN LIMITED                              )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by HEADCOUNT WORLDWIDE FIELD MARKETING                                 )
LIMITED                                                                )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by COLWOOD HEALTH WORLD LIMITED                                        )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by BATES HEALTHWORLD LIMITED                                           )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by MILTON MARKETING LIMITED                                            )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by FINANCIAL DYNAMICS HOLDINGS LIMITED                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                        )
by LIGHTHOUSE HOLDINGS (UK) LIMITED                                     )

                                                                          Director Andrew Botand
</TABLE>
                                      38


<PAGE>


<TABLE>
<CAPTION>
<S>                                                                    <C>
                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by PSD ASSOCIATES LIMITED                                              )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by SCHOLZ & FRIENDS LONDON LIMITED                                     )

                                                                          Director Steven Wilson

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by N.A.S.A.2.0 LONDON LIMITED                                           )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                        )
by CCG.XM                                                               )

                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                        )
by CCG.XM HOLDINGS LIMITED                                              )
                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                        )
by BAMBER FORSYTH LIMITED                                               )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                        )
by BULLETIN INTERNATIONAL LIMITED                                       )

                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams
</TABLE>

                                      39

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                     <C>
EXECUTED and DELIVERED as a DEED                                        )
by BULLETIN INTERNATIONAL UK LIMITED                                    )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                        )
by PCI LIVE DESIGN LIMITED                                              )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                        )
by ULTIMATE EVENTS LIMITED                                              )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                        )
by BUSINESS COMMUNICATIONS INTERNATIONAL                                )
GROUP LIMITED                                                           )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                        )
by FITCH WORLDWIDE LIMITED                                              )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

The Additional Overdraft Borrowers

EXECUTED and DELIVERED as a DEED                                       )
by HEALTHWORLD HOLDINGS LIMITED                                        )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by MILTON MARKETING GROUP LIMITED                                      )
</TABLE>
                                      40


<PAGE>
<TABLE>
<CAPTION>
<S>                                                                    <C>
                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by HEADCOUNT WORLDWIDE                                                 )
FIELD MARKETING GROUP LIMITED                                          )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams


EXECUTED and DELIVERED as a DEED                                       )
by COLWOOD HEALTHWORLD LIMITED                                         )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by BATES HEALTHWORLD LIMITED                                           )

                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by MILTON MARKETING LIMITED                                            )
                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by FINANCIAL DYNAMICS HOLDINGS LIMITED                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
</TABLE>
                                      41

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                    <C>
by LIGHTHOUSE HOLDINGS (UK) LIMITED                                    )
                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by FITCH DESIGN CONSULTANTS LIMITED                                    )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by FINANCIAL DYNAMICS LIMITED                                          )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by CONNECT SIX LIMITED                                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by CONNECT FIVE LIMITED                                                )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by CLARION COMMUNICATIONS (PR) LIMITED                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by PSD ASSOCIATES LIMITED                                              )

                                                                           Director Andrew Boland
</TABLE>
                                      42


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                    <C>
                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by SCHOLZ & FRIENDS LONDON LIMITED                                     )

                                                                          Director Steven Wilson

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by N.A.S.A.2.0 LONDON LIMITED                                          )

                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by CCG.M                                                               )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by CCG.XM HOLDINGS LIMITED                                             )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by BAMBER FORSYTH LIMITED                                              )

                                                                          Director Andrew Boland

                                                                          DirectorlSecretary Denise Williams


EXECUTED and DELIVERED as a DEED                                      )
by CORPORATE AND FINANCIAL DESIGN LIMITED                             )

                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                      )
by BATES EUROPE UMITED                                                )
                                                                           Director Andrew Boland

</TABLE>

                                      43


<PAGE>


<TABLE>
<CAPTION>
<S>                                                                   <C>
                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                      )
by BULLETIN INTERNATIONAL LIMITED                                     )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by BULLETIN INTERNATIONAL (UK) UMITED                                  )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by PCI LIVE DESIGN LIMITED                                             )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by BUSINESS COMMUNICATiONS INTERNATIONAL                               )
GROUP LIMITED                                                          )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by FITCH WORLDWIDE LIMITED                                             )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by CORDIANT (US) HOLDINGS LIMITED                                      )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                       )
by FITCH INTERNATIONAL LIMITED                                         )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
</TABLE>
                                      44

<PAGE>



<TABLE>
<CAPTION>
<S>                                                                    <C>
EXECUTED and DELIVERED as a DEED                                       )
by FITCH LIMITED                                                       )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by HEALTHWORLD UK HOLDINGS LIMITED                                     )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams


EXECUTED and DELIVERED as a DEED                                       )
by GARROTT DORLAND CRAWFORD                                            )
HOLDINGS LIMITED                                                       )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by DECKCHAIR STUDIOS LIMITED                                           )

                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                       )
by TED BATES HOLDINGS LIMITED                                          )

                                                                           Director Andrew Boland

                                                                           Director/Secretary Denise Williams


EXECUTED and DELIVERED as a DEED                                       )
by C&FD (HOLDINGS LIMITED)                                             )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                      )
by CORDIANT OVERSEAS HOLDINGS LIMITED                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
</TABLE>
                                      45

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                  <C>
EXECUTED and DELIVERED as a DEED                                     )
by PROPOSE TWO LIMITED                                               )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                     )
by SECURE TWO LIMITED                                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                     )
by SONIC SUN LIMITED                                                 )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams

EXECUTED and DELIVERED as a DEED                                     )
by CCG.XM (UK) LIMITED                                               )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams
EXECUTED and DELIVERED as a DEED                                     )
by CONNECT ONE LIMITED                                               )

                                                                          Director Andrew Boland

                                                                          Director/Secretary Denise Williams


The Arrangers

EXECUTED for an on behalf of                                         )
THE BANK OF NEW YORK                                                 )   Gerry Dorkin

EXECUTED for an on behalf of                                         )
HSBC INVESTMENT BANK PLC                                             )   Andy Smith

The Banks

EXECUTED for an on behalf of                                         )
HSBC BANK PLC                                                        )   Gary Lee



EXECUTED for an on behalf of                                         )
THE BANK OF NEW YORK                                                 )   Gerry Dorkin

</TABLE>
                                      -46-

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                 <C>
EXECUTED for an on behalf of                                        )
ABN AMRO BANK N.V., LONDON BRANCH                                   )    Kim Slater


EXECUTED for an on behalf of                                        )
ALLIED IRISH BANKS, PLC                                             )    Michael Barry

EXECUTED for an on behalf of                                        )
BANK OF SCOTLAND                                                    )    Allan Ramsay


EXECUTED for an on behalf of                                        )
BANQUE WORMS                                                        )    Andy Smith


EXECUTED for an on behalf of                                        )
CITIBANK, N.A.                                                      )     Gian Paolo Potsios


EXECUTED for an on behalf of                                        )
FLEET NATIONAL BANK                                                 )    Stuary Paterson

EXECUTED for an on behalf of                                        )
MIZUHO CORPORATE BANK, LTD                                          )    Yuki Yuza                    Karen Latto

EXECUTED for an on behalf of                                        )
LLOYDS TSB BANK PLC                                                 )    Mike Cattermole

EXECUTED for an on behalf of                                        )
by THE ROYAL BANK OF SCOTLAND PLC                                   )     Ian Roberts

EXECUTED for an on behalf of                                        )
SCOTIABANK EUROPE PLC                                               )    Lorraine Ruckstuhl

EXECUTED for an on behalf of                                        )
WESTDEUTSCHE LANDESBANK GIROZENTRALE                                )    Katrina Weston

The Agent, Security Trustee and Common Security Trustee

EXECUTED for an on behalf of                                        )
HSBC INVESTMENT BANK PLC                                            )     Andy Smith

The Swingline Bank

EXECUTED for an on behalf of                                        )
THE BANK OF NEW YORK                                                )    Gerry Dorkin
</TABLE>

                                      -47-

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                  <C>

The Overdraft Bank

EXECUTED for an on behalf of                                         )
by HSBC BANK PLC                                                     )    Gary Lee


</TABLE>

                                           -48-